ptrn-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-42852

___________________________________

Pattern Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

___________________________________


Delaware						83-2556861
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1441 West Innovation Way, Suite 500 Lehi, UT						84043
(Address of Principal Executive Offices)						(Zip Code)

(866) 765-1355

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Series A common stock, par value $0.001 per share

PTRN

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had outstanding 155,696,579 shares of Series A common stock, par value $0.001 per share, and 21,702,510 shares of Series B common stock, par value $0.001 per share, as of August 4, 2026.

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		Page

	Special Note Regarding Forward-Looking Statements	ii

	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	26
Item 6.	Exhibits	26
Signatures		28

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in this Quarterly Report on Form 10‑Q and those included within our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”) as filed with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements contained in this Quarterly Report on Form 10‑Q may include, but are not limited to, statements about:

•our expectations regarding our revenue, costs and other operating results;

•the estimated size of our addressable market opportunity;

•the growth rate of the markets in which we compete;

•our ability to grow existing and attract new brand partners;

•our ability to expand and enhance our platform;

•our ability to launch and monetize incremental solutions;

•our ability to expand into global geographies;

•our ability to utilize AI successfully in our current and future solutions and to participate effectively in evolving AI-driven commerce ecosystems;

•our anticipated capital expenditures and our estimates regarding our capital requirements;

•our investments in selling and marketing efforts;

•our ability to compete effectively with existing competitors and new market entrants;

•our reliance on our senior management and our ability to identify, recruit and integrate strategic personnel hires;

•our ability to effectively manage our growth;

•our ability to provide a quality purchasing experience for our consumers;

•our ability to purchase products from our brand partners (including expanding product selection);

•our ability to enhance and innovate our technology;

•our investments in technology;

•our ability to expand into global geographies and marketplaces;

•industry trends and other macroeconomic factors, such as fluctuating interest rates and rising inflation, including the impact on consumer spending; and

•the impact of general, business and geopolitical conditions worldwide on our industry, business and results of operations.

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on management’s current beliefs and our current expectations and projections about future events and trends that we believe may affect our business, results of operations, financial condition and prospects. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10‑Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10‑Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this

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Quarterly Report on Form 10‑Q to reflect events or circumstances after the date of this Quarterly Report on Form 10‑Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In this document, unless otherwise indicated or unless the context requires otherwise, all references in this document to “Pattern”, “the Company”, “we”, “us”, “our” or similar references are to Pattern Group Inc. and its consolidated subsidiaries.

iii

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Pattern Group Inc. and Subsidiaries

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

See accompanying notes to condensed consolidated financial statements.

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Pattern Group Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)


	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

See accompanying notes to condensed consolidated financial statements.

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Pattern Group Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	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

See accompanying notes to condensed consolidated financial statements.

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Pattern Group Inc. and Subsidiaries

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

See accompanying notes to condensed consolidated financial statements.

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Pattern Group Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Unaudited)

(in thousands)


	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