Document

424B4 1 pattern424june2026.htm 424B4 Document

Filed pursuant to Rule 424(b)(4)

Registration No. 333-296775

PROSPECTUS

8,000,000 Shares

Pattern Group Inc.

Series A Common Stock

The selling stockholder named in this prospectus, an entity affiliated with a member of our board of directors, is offering 8,000,000 shares of our Series A common stock. We are not selling any shares of Series A common stock under this prospectus and will not receive any proceeds from the sale of shares of our Series A common stock by the selling stockholder.

Our shares of Series A common stock are listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “PTRN.” On June 12, 2026, the closing sales price of our shares of Series A common stock as reported on Nasdaq was $20.96 per share. See “Selling Stockholder.”

We are a “controlled company” under the corporate governance requirements of Nasdaq and have elected not to comply with certain corporate governance standards. See the documents that are incorporated by reference into this prospectus for further information.

Investing in shares of our Series A common stock involves risks. See the section titled “Risk Factors” beginning on page 5 and under similar headings in the other documents that are incorporated by reference into this prospectus to read about factors you should consider before buying our Series A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share		Total
Public offering price	$	19.00	$	152,000,000
Underwriting discounts and commissions(1)	$	0.855	$	6,840,000
Proceeds, before expenses, to the selling stockholder	$	18.145	$	145,160,000

_______________

(1)See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters.

The underwriters have the option to purchase up to an additional 1,200,000 shares of Series A common stock from the selling stockholder at the public offering price less underwriting discounts and commissions within 30 days from the date of this prospectus.

The underwriters expect to deliver the shares of our Series A common stock against payment in New York, New York on or about June 18, 2026.


J.P. Morgan						Goldman Sachs & Co. LLC


Evercore ISI			Jefferies

Baird

BMO Capital Markets

KeyBanc Capital Markets

Needham & Company

Stifel

William Blair

The date of this prospectus is June 16, 2026

TABLE OF CONTENTS


			Page
PROSPECTUS SUMMARY			1
THE OFFERING			3
RISK FACTORS			5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			6
USE OF PROCEEDS			8
SELLING STOCKHOLDER			9
DESCRIPTION OF CAPITAL STOCK			10
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR SERIES A COMMON STOCK			17
UNDERWRITING			22
LEGAL MATTERS			27
EXPERTS			27
WHERE YOU CAN FIND ADDITIONAL INFORMATION			27
INFORMATION INCORPORATED BY REFERENCE			28

Neither we, the selling stockholder nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared. We, the selling stockholder and the underwriters take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholder is offering to sell, and seeking offers to buy, shares of our Series A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Series A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

For investors outside of the United States: Neither we, the selling stockholder nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Series A common stock and the distribution of this prospectus outside of the United States.


Series A common stock offered by the selling stockholder			8,000,000 shares (or 9,200,000 shares if the underwriters exercise in full their option to purchase additional shares of Series A common stock)

Series A common stock outstanding before and after this offering			154,938,522 shares

Series B common stock outstanding before and after this offering			21,702,510 shares

Use of proceeds			We will not receive any proceeds from the sale of the shares of Series A common stock being offered by the selling stockholder, including upon the sale of shares of Series A common stock by the selling stockholder if the underwriters exercise their option to purchase additional shares of Series A common stock. We have agreed to pay certain expenses related to this offering. See the section titled “Use of Proceeds” for additional information.

Dividend Policy			We have never declared or paid any cash dividend on our capital stock. We currently intend to retain any future earnings, if any, to fund the development and expansion of our business and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, any contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.

Voting rights			We have two series of common stock: Series A common stock and Series B common stock. Shares of our Series A common stock are entitled to one vote per share. Shares of our Series B common stock are entitled to 20 votes per share. Holders of our Series A common stock and Series B common stock generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation. The holders of our outstanding Series B common stock hold approximately 73.7% of the voting power of our outstanding capital stock and have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction. See the section titled “Description of Capital Stock” for additional information. We are a “controlled company” under the corporate governance requirements of Nasdaq and have elected not to comply with certain corporate governance standards. See the documents that are incorporated by reference into this prospectus for further information.


Risk factors			See “Risk Factors” herein and in the documents incorporated by reference in this prospectus for a discussion of risks you should carefully consider before deciding to invest in our Series A common stock.

Certain U.S. federal income tax consequences to non-U.S. holders			For a discussion of certain U.S. federal income tax consequences that may be relevant to non-U.S. stockholders, see “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Series A Common Stock.”

Listing			Shares of our Series A common stock are listed on Nasdaq under the trading symbol “PTRN.”


	Series A Common Stock Ownership Before Offering			Shares Being Offered	Series A Common Stock Ownership After Offering(1)
Name of Selling Stockholder	Number of Shares	Percentage			Number of Shares	Percentage
Entities affiliated with KL Pattern Holdings LP(2)	28,176,542	18.2	%	8,000,000	20,176,542	13.0	%



(1)			Assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus and no exercise of the underwriters’ option to purchase additional shares, and that the selling stockholder does not buy or sell any additional shares of our common stock prior to the completion of the offering. If the underwriters exercise their option in full to purchase 1,200,000 additional shares from the selling stockholder, the Series A common stock ownership after the offering would be 18,976,542 and the percentage would be 12.2%.
(2)			Consists of 27,874,286 shares of Series A common stock held by KL Pattern Holdings LP and 302,256 shares of Series A common stock held by KLC Fund I LP. Only KL Pattern Holdings LP is selling shares of Series A common stock in this offering. The management of KL Pattern Holdings LP and KLC Fund I LP is controlled by KLC Fund I GP LP (“KLC Fund GP”). KLC Fund I UGP LLC (“KLC Fund UGP”) is the general partner of KLC Fund GP. The management of KLC Fund UGP is controlled by its managing member, John Bailey. As such, Mr. Bailey may be deemed to have voting and dispositive power with respect to the shares held by KL Pattern Holdings LP and KLC Fund I LP. The address of the entities and individual mentioned in this footnote is c/o Knox Lane LP, 655 Montgomery Street, Suite 1905, San Francisco, California 94111.


Underwriters						Number of Shares
J.P. Morgan Securities LLC						2,488,889
Goldman Sachs & Co. LLC						2,488,889
Evercore Group L.L.C.						831,110
Jefferies LLC						831,110
Robert W. Baird & Co. Incorporated						226,667
BMO Capital Markets Corp.						226,667
KeyBanc Capital Markets Inc.						226,667
Needham & Company, LLC						226,667
Stifel, Nicolaus & Company, Incorporated						226,667
William Blair & Company, L.L.C.						226,667
Total						8,000,000


Paid by the Selling Stockholder	No Exercise		Full Exercise
Per Share	$	0.855	$	0.855
Total	$	6,840,000	$	7,866,000

SEC Form 424B4 filed by Pattern Group Inc.