ptrn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934
(Amendment No. )


Filed by the Registrant x		Filed by a Party other than the Registrant o

Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under § 240.14a-12

Pattern Group Inc.

(Name of Registrant as Specified in Its Charter)

___________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply)
x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

Notice of Annual Meeting of Stockholders

to be held at 10:00 a.m. Mountain Time

on May 15, 2026

Dear Stockholders:

We invite you to attend the 2026 Annual Meeting of Stockholders of Pattern Group Inc. (the ‘‘Company’’ or ‘‘Pattern’’) at 10:00 a.m. Mountain Time on May 15, 2026 (the ‘‘Annual Meeting’’). To enable more stockholders to attend and participate equally, the Annual Meeting will be virtual and conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visiting https://meetnow.global/MLYHW4L and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you).

At the Annual Meeting, holders of our Series A common stock and Series B common stock will vote on the following matters (with each share of our Series A common stock having one vote and each share of our Series B common stock having twenty votes):

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 15, 2026:

The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at https://www.envision

reports.com/PTRN.

Whether or not you plan to virtually attend the Annual Meeting, please submit your proxy via the internet, telephone, or by completing, signing, dating, and returning your Proxy Card in the enclosed prepaid business reply envelope.

Proposals

The election of two Class I directors of the Company, each to serve a term of three years. The Company’s Board of Directors intends to present Scott Hilton and Ann Mather for election to the Board;

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

The approval, on an advisory (non-binding) basis, of the compensation paid by the Company to its Named Executive Officers (the ‘‘Say on Pay Vote’’); and

A non-binding advisory vote on the frequency (every one, two, or three years) of future Say on Pay Votes (the “Say on Frequency Vote”).

Stockholders will also consider and act upon any other matter properly coming before the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting.

2026 Proxy Statement

Notice of Annual Meeting of Stockholders

Table of Contents

Stockholders of record at the close of business on March 26, 2026 are entitled to vote at the Annual Meeting and any continuations, postponements, or adjournments. To ensure that your vote is recorded promptly, please submit a proxy as soon as possible, even if you plan to virtually attend the Annual Meeting. We encourage you to submit a proxy to have your shares voted at the Annual Meeting via the internet or by telephone. If you received a printed set of proxy materials, you also have the option of submitting your proxy by completing, signing, dating, and returning the proxy card that accompanied the printed materials. Submitting your vote prior to the Annual Meeting will not affect your right to vote at the Annual Meeting if you decide to attend virtually.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to our stockholders of record entitled to vote at the Annual Meeting a notice of internet availability of proxy materials (the “Notice”) instead of a paper copy of our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the ‘‘2025 Form 10-K’’). The Notice contains instructions on how to access those documents and to cast your vote. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2025 Form 10-K. We anticipate that this process will minimize the costs of printing and distributing our proxy materials.

The Notice is being mailed to stockholders commencing on or about April 2, 2026. Please act as soon as possible to vote your shares whether or not you intend to attend the Annual Meeting.

Thank you for being a stockholder. We appreciate your ownership interest in and support of Pattern.

Sincerely,

David Wright

Chairman of the Board & Chief Executive Officer

April 1, 2026

2026 Proxy Statement

Contents

Proxy Statement Summary

Proxy Statement

Questions and Answers about the Annual Meeting and Procedural Matters

Proposal 1

Election of Directors

Proposal 2

Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal 3

Advisory Vote on the Compensation Paid by the Company to its Named Executive Officers (‘‘Say on Pay Vote’’)

Proposal 4

Advisory Vote on the Frequency (Every One, Two, or Three Years) of Future Say on Pay Votes (‘‘Say on Frequency Vote’’)

Other Business

The Board

Compensation Committee Interlocks and Insider Participation

Compensation Discussion and Analysis

Compensation Committee Report

Compensation Tables and Narratives

PEO Pay Ratio

Report of the Audit Committee

Share Ownership of Management, Directors, Nominees and 5% Stockholders

Other Information



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Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding our goals, commitments, strategies, and our executive compensation program. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2026 (the ‘‘2025 Form 10-K’’), and in our subsequent filings with the SEC.

A copy of our 2025 Form 10-K, except for exhibits, will be furnished without charge to any stockholder upon written request to Pattern Group Inc., 1441 W. Innovation Way, Suite 500, Lehi, Utah 84043, Attention: Corporate Secretary. This Proxy Statement and our 2025 Form 10-K are also available on the SEC’s website at https://www.sec.gov.



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Table of Contents

Proxy Statement Summary

Information about our 2026 Annual Meeting of Stockholders:

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. In this Proxy Statement, we refer to Pattern Group Inc., a Delaware corporation, as “Pattern”, the “Company”, “we,” “us,” or “our” and we refer to the Board of Directors of Pattern as the “Board”.

Date and Time

Friday, May 15, 2026, at 10:00 a.m. Mountain Time

Voting Matters and Board Recommendations

Proposals

Board of Director Recommendations

Page Numbers for Additional Information

Election of Directors

FOR ALL

Location

The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting https://meetnow.global/MLYHW4L, where you will be able to listen to the Annual Meeting and follow the instructions in this Proxy Statement.

Ratification of Appointment of Independent Registered Public Accounting Firm

FOR

Advisory Vote on the Compensation of Our Named Executive Officers

FOR

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers

EVERY YEAR

Record Date:

March 26, 2026

Holders of our Series A common stock or Series B common stock as of the close of business on March 26, 2026 (the “Record Date”) may vote at the Annual Meeting. Our Series A common stock and Series B common stock are collectively referred to in this Proxy Statement as our “common stock.”

2026 Proxy Statement


									Table of Contents


Proxy Statement 2026 Annual Meeting of Stockholders to be held at 10:00 a.m. Mountain Time on May 15, 2026

General

Our Board is soliciting proxies for the 2026 Annual Meeting of Stockholders of Pattern Group Inc. (‘‘Pattern,’’ the ‘‘Company,’’ ‘‘we,’’ “us,” or ‘‘our’’), which will be held at 10:00 a.m. Mountain Time on May 15, 2026 (the ‘‘Annual Meeting’’). The Annual Meeting will be a virtual meeting conducted via live audio webcast through which you can submit questions and vote online. You can access the Annual Meeting by visiting https://meetnow.global/MLYHW4L and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters before the Annual Meeting.

We have elected to provide access to our proxy materials to our stockholders via the internet. Accordingly, a notice of internet availability of proxy materials will be mailed to our stockholders of record entitled to vote at the Annual Meeting. The notice of internet availability of proxy materials (the “Notice”) contains instructions on how to access the proxy materials and our 2025 Form 10-K via the internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2025 Form 10-K and a form of proxy card or voting instruction card, as applicable.

Please follow the instructions on the Notice mailed to you for details on how to request future proxy materials be sent to you electronically by email or in printed form by mail on an ongoing basis. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials or a link to a special website to access our proxy materials. Your election to receive proxy materials by email or printed form by mail will remain in effect until you terminate it.

Choosing to receive future proxy materials by email will allow us to provide you with the proxy materials you need in a timelier manner, will save us the cost of printing and mailing documents to you, and be more environmentally responsible.

We will send or make available to our stockholders proxy materials, which include this Proxy Statement, the proxy card, and the 2025 Form 10-K, on or about April 2, 2026.

Corporate History

We were incorporated in 2018 under the name Covalent Group, Inc. as a Utah corporation and subsequently converted to a Delaware corporation in 2020. Our wholly-owned subsidiary, Pattern Inc., was incorporated in 2013 as a Utah corporation named iServe Products, Inc. In 2019, iServe Products, Inc. changed its name to Pattern Inc., and subsequently in 2019, the stockholders of Pattern Inc. exchanged all of the issued and outstanding shares of Pattern Inc. for shares of Covalent Group, Inc. In November 2024, Covalent Group, Inc. changed its name to Pattern Group Inc.



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Chief Executive Officer

David Wright is the Company’s co-founder and has served as our Chief Executive Officer (“CEO”), as a member of our Board since its inception in November 2018, and as Chairman of the Board since September 2025. Mr. Wright has served as a member of Pattern Inc.’s board of directors since January 2013.Mr. Wright also serves as the Company’s Principal Executive Officer (“PEO”).

Record Date and Voting Securities

The Board set March 26, 2026 as the record date for the Annual Meeting. Stockholders who owned shares of our Series A common stock and our Series B common stock at the close of business on the Record Date are entitled to virtually attend and vote at the Annual Meeting. Each share of Series A common stock is entitled to one vote. Each share of Series B common stock is entitled to twenty votes. At the Record Date, a total of 155,063,921 shares of Series A common stock and 21,702,510 shares of Series B common stock were outstanding and entitled to vote at the Annual Meeting. The presence in person or by remote communication or represented by proxy, of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting, shall be necessary and sufficient to constitute a quorum for the transaction of business.

If you were a stockholder as of the close of business on the Record Date and have a control number, you may vote at and ask questions during the Annual Meeting by following the instructions available on the virtual meeting website. Whether or not you plan to attend the Annual Meeting, you may still submit your vote in advance of the Annual Meeting via the internet or by telephone or proxy card as instructed in this Proxy Statement and Notice. If you do not have your control number, you may attend the Annual Meeting as a guest, but you will not have the option to vote your shares during the Annual Meeting or ask questions during the Annual Meeting.

Attendance and Participation

To access the virtual meeting, please visit https://meetnow.global/MLYHW4L. To log in to the virtual meeting, you have two options: Join as a ‘‘Guest’’ or as a ‘‘Stockholder’’. If you join as a ‘‘Stockholder’’ you will be required to enter a control number. Your control number can be found on your proxy card, voting instruction card, or Notice. We will make available for inspection the list of our registered Stockholders entitled to vote at the Annual Meeting for at least 10 days prior to the Annual Meeting at the Company’s principal place of business located at 1441 W. Innovation Way, Suite 500, Lehi, Utah 84043.

If you encounter any technical difficulties with the virtual meeting website on the meeting day during either the check-in or the meeting itself, please call the technical support number at (781) 575-2748 or toll-free at (888) 724-2416. The technical support number will also be posted on the virtual meeting website.



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Questions and Answers about the Annual Meeting and Procedural Matters

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the matters outlined in the Annual Meeting notice provided with this Proxy Statement, including:

•The election of two Class I directors to the Board: Scott Hilton and Ann Mather;

•The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

•The approval, on an advisory (non-binding) basis, of the compensation paid by the Company to its Named Executive Officers (the ‘‘Say on Pay Vote’’); and

•The approval, on an advisory (non-binding) basis, of the frequency for holding the stockholder vote on the Named Executive Officer compensation (the “Say on Frequency Vote”).

Who can vote at the Annual Meeting?

Stockholders of record who owned shares of our common stock at the close of business on the Record Date may virtually attend and vote at the Annual Meeting. Holders of our Series A common stock are entitled to cast one vote for each share of Series A common stock held by them on the Record Date. Holders of our Series B common stock are entitled to cast twenty votes for each share of Series B common stock held by them on the Record Date. At the Record Date, a total of 155,063,921 shares of Series A common stock and a total of 21,702,510 shares of Series B common stock were outstanding and entitled to vote at the Annual Meeting.

What are the recommendations of the Board?

Pattern’s Board unanimously recommends votes:

‘‘FOR’’ the election of each of the nominated directors named in this Proxy Statement (see Proposal 1);

‘‘FOR’’ the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (see Proposal 2);



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‘‘FOR’’ the Say on Pay Vote (see Proposal 3), and

“FOR” the “EVERY YEAR” choice in the Say on Frequency Vote (see Proposal 4).

What is a quorum?

The presence in person or by remote communication, or represented by proxy, of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting on the Record Date will be necessary to constitute a quorum for the Annual Meeting.

We will count shares of common stock represented by proxies that reflect abstentions or ‘‘broker non-votes’’ (i.e., shares held by a broker or nominee that are represented at the Annual Meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) as present and entitled to vote for purposes of determining the presence of a quorum. The inspector of election will tabulate the proxies and votes cast prior to the Annual Meeting and at the Annual Meeting to determine whether a quorum is present.

How do I vote?

You may submit your proxy to have your shares voted via the internet, by telephone, or virtually at the Annual Meeting. If you received printed proxy materials, you also have the option of submitting your proxy card by mail. In addition, you can virtually attend the Annual Meeting and vote by following the instructions available on the virtual meeting website. The designated proxies will vote according to your instructions; however, if you are a registered stockholder and you return an executed proxy card without specific instructions on how to vote, the proxies will vote:

‘‘FOR’’ each of Scott Hilton and Ann Mather (see Proposal 1);

‘‘FOR’’ the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (see Proposal 2);

‘‘FOR’’ the Say on Pay Vote (see Proposal 3); and

“FOR” the “EVERY YEAR” choice in the Say on Frequency Vote (see Proposal 4).

If you beneficially own your shares or are a ‘‘street name’’ stockholder and you do not return instructions on how to vote to your broker, the proxies will not vote your shares on any of the Proposals except for Proposal 2. The voting of shares held by ‘‘street name’’ stockholders is further discussed below. Additionally, in order to vote at the Annual Meeting, you will need to obtain a signed legal proxy from the broker or nominee that holds your shares, because the broker or nominee is the legal, registered owner of the shares. If you have the broker’s proxy, you may vote by ballot virtually at the Annual Meeting.



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If you hold shares of our common stock in a retirement or savings plan or other similar plan, you may submit your vote via the internet or by telephone or by means of the direction on the proxy card. The trustee or administrator of the plan will vote according to your directions and the rules of the plan.

How can I attend the Annual Meeting with the ability to ask a question and/or vote?

The Annual Meeting will be a completely virtual meeting of stockholders, which we will conduct exclusively by webcast. You are entitled to participate in the Annual Meeting only if (i) your shares of common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), as of the close of business on the Record Date (i.e., a ‘‘Registered Holder’’), or (ii) if you are a beneficial holder and hold your shares through an intermediary, such as a bank or broker (i.e., a ‘‘Beneficial Holder’’) and hold a valid legal proxy for the Annual Meeting.

We are not holding a physical meeting. We will begin the virtual meeting promptly at 10:00 a.m. Mountain Time. We encourage you to access the Annual Meeting prior to the start time leaving ample time for the check-in. Please follow the registration instructions as outlined below.

As a Registered Holder, you will be able to attend the Annual Meeting online, ask a question, and vote by visiting https://meetnow.global/MLYHW4L and following the instructions on your notice, proxy card, or on the instructions that accompanied your proxy materials.

If you are a beneficial holder who wishes to vote during the Annual Meeting, you must register with Computershare and obtain a control number. Please note that banks, brokers, and other nominees typically provide their own control numbers to their account holders. These are not the same as a Computershare generated control number. A Computershare generated control number is required to be used to participate and vote at the Annual Meeting. To obtain a Computershare generated control number, you must submit proof to Computershare of your proxy (“Legal Proxy”), which may be obtained from your broker, bank, or other nominee, and reflect your Pattern Group Inc. holdings along with your name and email address. Requests to obtain a control number as set forth above must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Daylight Time, on May 12, 2026. You will receive a confirmation of your registration by email after Computershare receives your registrations materials. Requests for registration should be directed to the following: By email: Forward the email from your broker, bank, or other nominee granting you a Legal Proxy, or attach an image of your Legal Proxy, to: legalproxy@computershare.com. By mail: Computershare Pattern Group Inc. Legal Proxy P.O. Box 43001 Providence, RI 02940-3001. Once you obtain a control number from Computershare, you may participate and vote at the Annual Meeting. Once you have accessed the Annual Meeting, you may vote by clicking on the “Vote” tab. Doing so will take you to Computershare’s InvestorVote site where you will enter and submit your control number to access voting for the matters brought before the Annual Meeting.

How can I vote online at the Annual Meeting?

If you are a Registered Holder, follow the instructions on the Notice, email, or proxy card that you received to access the Annual Meeting.

If you are a Beneficial Holder, please follow the instructions from your broker, bank or other nominee on how to vote.

Online voting will be available during the Annual Meeting. To ensure that your vote is recorded promptly, please submit a proxy as soon as possible, even if you plan to virtually attend the Annual Meeting.



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Why are you holding a virtual meeting instead of a physical meeting?

We are pleased to embrace technology which allows for expanded access and improved communication for our stockholders and the Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the Annual Meeting since our stockholders can participate from any location around the world with internet access.

What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is supported across browsers other than Internet Explorer, and devices running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong and reliable internet connection wherever they intend to participate in the Annual Meeting. We encourage you to access the Annual Meeting prior to the start time. A technical support link on the Annual Meeting page will provide further assistance should you need it, or you may call (888) 724-2416.

What happens if a nominee is unable to stand for election?

If any director nominee should be unable to serve, or for good cause will not serve, the Nominating and Corporate Governance Committee of the Board may select a substitute nominee or the Board may elect to reduce its size. In that case, if you have submitted your proxy via the internet or by telephone or completed and returned your proxy card or voting instruction card, the proxy holders will have the discretion to vote your shares for the substitute nominee. They cannot vote for more than the two nominees. We have no reason to believe that any of the nominees will be unable to serve if elected.

Can I submit a proxy via the internet or by telephone?

You may submit your proxy to have your shares voted at the Annual Meeting via the internet or by telephone by following the instructions contained in the Notice. If you received a printed set of the proxy materials, you may submit your proxy via the internet or by telephone by following the instructions contained on the proxy card that accompanied the printed materials.

If you are a Registered Holder, the deadline for submitting your proxy by telephone or via the internet is 11:59 p.m. Mountain Time on May 14, 2026.

Can I change my vote or revoke my proxy?

Registered Stockholders:

Prior to the Annual Meeting and subject to the deadlines set forth in the paragraph above, you may change your vote at any time before such deadline by re-submitting your proxy via the internet or by telephone or by virtually attending the Annual Meeting and voting at the Annual Meeting by filling out an online ballot.

If you have delivered a proxy, you may revoke your proxy at any time before the proxies vote your shares by filing with our Corporate Secretary a written notice of revocation at our Company headquarters at the address shown on the first page of this Proxy Statement. The revocation must be received prior to the time the proxies vote your shares.

During the Annual Meeting, you may revoke your proxy by voting via online ballot. You must be logged in as a ‘‘Stockholder’’ and not as a ‘‘Guest’’ to vote at the Annual Meeting, and your virtual attendance at the Annual Meeting alone will not by itself revoke your proxy.



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Beneficial Stockholders:

If your shares are held in ‘‘street name’’, please contact your broker, nominee, trustee, or administrator to determine whether and how you will be able to revoke or change your vote.

Why did I receive a notice of internet availability of proxy materials instead of a full set of the proxy materials?

To be environmentally conscious, and in accordance with the rules of the SEC which allow companies to furnish their proxy materials via the internet, we sent to our stockholders of record the Notice. You can find instructions on how to access the proxy materials via the internet or to request a paper copy in the Notice. In addition, stockholders may request future proxy materials be sent to you in printed form by mail or electronically by email on an ongoing basis by following the instructions on the Notice mailed to you. A stockholder’s election to receive proxy materials by mail or email will remain in effect until the stockholder terminates it.

Can I vote my shares by filling out and returning the Notice?

No, the Notice is not a form for voting but provides instructions on how to access the proxy materials and vote your shares.

What is the voting requirement to approve each of the proposals?

Assuming a quorum is present, the matters to come before the Annual Meeting that are listed in the Notice of Annual Meeting of Stockholders require the votes described below to be approved. As of Record Date, our co-founders and their affiliated co-founder trusts collectively own shares representing approximately 54.6% of the economic interest and 86.4% of the voting power of our outstanding capital stock.

Proposal 1—Election of Directors—Directors to our Board are elected by a plurality of the votes properly cast on the election of directors, meaning that the nominees for the applicable election receiving the highest number of shares voted ‘‘for’’ their election will be elected as members of the Board.

•Votes Withheld. With respect to the election of directors, you may vote ‘‘for’’ or ‘‘withhold’’ authority to vote for any nominee for election. If you ‘‘withhold’’ authority to vote with respect to any director nominee, your vote will have no effect on the election of such nominee.

•Broker Non-Votes. Broker non-votes will have no effect on the election of directors.

Proposal 2—Ratification of our Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm—The affirmative vote of a majority of the votes properly cast for and against this proposal is required to approve this proposal. You may vote ‘‘for,’’ ‘‘against,’’ or ‘‘abstain’’ on this proposal.

•Abstentions. Abstentions will have no effect on the determination of whether this proposal has received the vote of a majority of the votes properly cast for and against this proposal. However, abstentions could prevent the approval of this proposal if the number of affirmative votes, though a majority of the votes represented and voting, does not constitute a majority of the required quorum.

•Broker Non-Votes. We do not expect any broker non-votes on this proposal, as we believe this proposal is considered a routine matter. However, we understand that certain brokers have elected not to vote even on routine matters. See ‘‘What are broker non-votes?’’ below. If a broker or other nominee has made this decision and they do not receive voting instructions, a broker non-vote will have no effect on the determination of whether this proposal has received the vote of a majority of the votes properly cast for and against this proposal.



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Proposal 3—Say on Pay Vote—The affirmative vote of the holders of a majority of votes properly cast for and against this proposal is required to approve this proposal. You may vote ‘‘for,’’ ‘‘against,’’ or ‘‘abstain’’ on this proposal.

•Abstentions. Abstentions will have no effect on the determination of whether this proposal has received the vote of a majority of votes properly cast for and against this proposal.

•Broker Non-Votes. Broker non-votes will have no effect on the determination of whether this proposal has received the vote of a majority of votes properly cast for and against this proposal.

Proposal 4 – Say on Frequency Vote—The non-binding advisory vote as to Proposal 4 will require stockholders to choose the frequency of every one, two, or three years or to abstain from voting on Proposal 4. The selection receiving the highest number of votes from all votes properly cast at the Annual Meeting will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on Proposal 4.

Neither the approval nor the disapproval of Proposal 3 or the result of the voting on Proposal 4 will be binding on the Company or the Board or will be construed as overruling any decision by the Company or the Board or create or imply any additional fiduciary duties for the Company or the Board. However, the Board and the Company will consider the results of these advisory votes in making future decisions on the Company's compensation policies, the compensation of the Company's Named Executive Officers, and the frequency of future advisory votes on executive compensation.

What are broker non-votes?

Stockholders who hold their shares through a broker or other nominee (in ‘‘street name’’) must provide specific instructions to their brokers or other nominee as to how to vote their shares, in the manner prescribed by their broker or other nominee. In the absence of instructions, and in accordance with applicable stock exchange rules, brokers and nominees typically have the discretion to vote such shares on routine matters, for example the ratification of the appointment of auditors, but not on non-routine matters. If a broker or nominee has not received voting instructions from an account holder and does not have discretionary authority to vote shares on a particular item because it is a non-routine matter, a ‘‘broker non-vote’’ occurs.

However, we understand that certain brokers have elected not to vote even on routine matters, such as the ratification of the appointment of auditors, without your voting instructions. If your broker or other nominee has made this decision, and you do not provide voting instructions, your vote will not be cast for any of the Proposals. Accordingly, we urge you to direct your broker or other nominee how to vote by returning your voting materials as instructed or by obtaining a proxy from your broker or other nominee in order to vote your shares electronically at the Annual Meeting.

Which proposals are considered ‘‘routine’’ or ‘‘non-routine’’?

Proposal 2 (the proposed ratification of our independent registered public accounting firm) is considered a routine matter. A broker or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with Proposal 2. Proposals 1, 3, and 4 are considered non-routine and, therefore, brokers cannot vote shares with respect to such proposals with respect to shares that the broker does not receive instructions.

How many shares of common stock are outstanding and entitled to vote at the Annual Meeting?

At the Record Date, a total of 155,063,921 shares of Series A common stock and 21,702,510 shares of Series B common stock were outstanding and entitled to vote at the Annual Meeting. Holders of our Series A common stock are entitled to cast one vote for each share of Series A common stock held by them on the Record Date. Holders of our Series B



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common stock are entitled to cast twenty votes for each share of Series B common stock held by them on the Record Date.

How many votes are required to approve other matters that may come before the Stockholders at the Annual Meeting?

We require the affirmative vote of the holders of a majority of votes properly cast for and against this proposal to approve any other matters that may properly come before the Annual Meeting, unless a different vote is required by law, by our Certificate of Incorporation, by our Bylaws, or applicable law.

Is my vote kept confidential?

We keep confidential and do not disclose proxies, ballots and voting tabulations identifying stockholders except as may be necessary to meet legal requirements.

Where do I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting. We will also file a Current Report on Form 8-K with the SEC reporting the results within four business days after the date of the Annual Meeting. You can get a copy of that Current Report on Form 8-K by emailing ir@pattern.com or through the EDGAR system at https://www.sec.gov. You can also get a copy from our website at https://investors.pattern.com.

Who pays for the proxy solicitation process?

We make the solicitation on behalf of the Company and the Board. We will pay costs of soliciting proxies, including the cost of preparing, posting, and mailing proxy materials. In addition to soliciting stockholders by mail, we will request brokers, banks, and other nominees to solicit their customers who hold shares of our common stock in street name. We may reimburse such brokers, banks, and nominees for their reasonable out-of-pocket expenses. We may also use the services of our officers, directors, and employees to solicit proxies, personally or by telephone, mail, facsimile, or email, without additional compensation other than reimbursement for reasonable out-of-pocket expenses.

How can I get an additional copy of the proxy materials?

If you would like an additional copy of this Proxy Statement or our 2025 Form 10-K, these documents are available in digital form for download or review at https://investors.pattern.com. Alternatively, we will promptly send a copy to you at no charge upon request by mail to Pattern Group Inc., Attention: Investor Relations, 1441 W. Innovation Way, Suite 500, Lehi, Utah 84043, or by emailing ir@pattern.com.

Who can help answer my questions?

If you have questions about voting or the proposals described in this Proxy Statement, please email ir@pattern.com.



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Proposal 1 Election of Directors

Class I Directors and Nominees for Terms Expiring in 2029

The nominees for election to the Board this year as Class I directors, each for a three-year term, are Scott Hilton and Ann Mather. At the Annual Meeting, our stockholders will cast their votes for each of Scott Hilton and Ann Mather to be elected as a director with a term to expire at the 2029 annual meeting of stockholders and until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal.

Scott Hilton has served as a member of our Board since January 2023.

Scott Hilton has served as a member of our Board since January 2023. Mr. Hilton served as the chief executive officer of Wonder, an ecommerce food company, from December 2019 to January 2023. Mr. Hilton served as Walmart’s chief revenue officer of U.S. eCommerce from January 2017 to May 2019 and as chief revenue officer for the ecommerce company Jet.com from July 2014 to January 2017. Mr. Hilton holds a Bachelor of Science degree in Physics and Mathematics from the University of Puget Sound, a Master of Engineering degree in Engineering Physics from Cornell University, and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania.

The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Hilton should serve as a director considering our business were his proven business and leadership skills and extensive experience in the ecommerce and consumer goods industries.

As a result of his experiences, Mr. Hilton possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, customer experience, business growth and transformation, finance or accounting, governance, risk management, mergers and acquisitions, operations, supply chain, marketplace management, information security, technology, human capital management, and ESG.



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Ann Mather has served as a member of our Board since June 2025.

Ann Mather has served as a member of our Board since June 2025. Ms. Mather has more than 20 years of experience serving as a finance executive in a number of technology and media companies, particularly public companies, overseeing and assessing company performance. Ms. Mather has served as a member of the board of directors of Netflix, Inc. (NASDAQ: NFLX), a streaming media company, since 2010 and has served as a member of the board of directors of Bumble, Inc. (NASDAQ: BMBL), an online dating and social networking company, since March 2020 and as the chair of the board of directors since March 2025. Ms. Mather also serves on the board of directors of Avanci, LLC, a patent licensing company, Veem Inc., a payment service provider, Color Health, Inc., an essential healthcare service provider, Aible, Inc., an enterprise AI solutions provider, and Genesys Inc., a software company. Ms. Mather previously served on the board of directors of Shutterfly, Inc., a photography and image-sharing company from 2013 to 2019, Glu Mobile Inc. (NASDAQ: GLUU), a publisher of mobile games from 2005 to 2021, Airbnb, Inc. (NASDAQ: ABNB), a vacation rental online marketplace company from 2018 to 2021, Arista Networks, Inc. (NYSE: ANET), a computer networking company from 2013 to 2022, Alphabet Inc. (NASDAQ: GOOG) from 2005 to 2023 and Blend Labs, Inc. (NYSE: BLND), a financial services software company, from 2019 to 2024. She has also been an independent trustee to the board of trustees of Dodge & Cox Funds, a mutual fund, since May 2011. From September 1999 to April 2004, Ms. Mather was executive vice president and chief financial officer of Pixar, a computer animation film studio. Prior to her service at Pixar, she was executive vice president and chief financial officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ms. Mather holds a Master of Arts degree from the University of Cambridge, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant.

The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Mather should serve as a director considering our business included her extensive leadership experience at publicly traded companies.

As a result of her experiences, Ms. Mather possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, customer experience, business growth and transformation, finance or accounting, legal and regulatory, risk management, mergers and acquisitions, operations, supply chain, international, information security, cybersecurity, artificial intelligence and machine learning, technology, and ESG.

Each of Scott Hilton and Ann Mather has consented to serve as a director for three years if elected at the Annual Meeting.



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Proposal 1									Table of Contents

Vote Required

The plurality of the votes properly cast on the election of directors is required to elect each nominee.



						Recommendation of the Board of Directors The Board unanimously recommends that the stockholders vote ‘‘FOR’’ each nominee.

Class II Directors (Terms Expiring 2027)

John Bailey has served as a member of our Board since September 2021.

John Bailey has served as a member of our Board since September 2021. Mr. Bailey is the founder of Knox Lane, an investment firm focused on the consumer and technology-enabled services sectors, and has served as its managing partner since August 2019. Mr. Bailey previously served as the president and chief financial officer of e.l.f. Beauty, Inc. (NYSE: ELF), a multi-brand beauty company, from August 2015 to March 2019, and served as its lead board member from January 2014 to August 2015. Prior to that, Mr. Bailey served as a partner for TPG Growth, TPG’s middle-market buyout and growth equity arm. Mr. Bailey currently serves and/or has previously served as a director of several portfolio companies of Knox Lane and TPG. Mr. Bailey holds a Bachelor of Business Administration degree in Finance/Accounting from the University of Michigan Business School.

The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Bailey should serve as a director considering our business were his proven financial and leadership skills and extensive experience in both the consumer products and services and tech-enabled services industries, including executive and director functions at a publicly traded company.

As a result of his experiences, Mr. Bailey possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, business growth and transformation, finance or accounting, legal/regulatory, governance, compliance, capital markets, international business, marketplace management, cybersecurity, artificial intelligence, digital transformation, ecommerce, human capital management, and ESG.



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Susan Taylor has served as a member of our Board since May 2025.

Susan Taylor has served as a member of our Board since May 2025. Ms. Taylor previously served as chief accounting officer of Meta Platforms, Inc. (NASDAQ: META), a social media and technology company, from April 2017 until June 2023. From 2012 to 2017, Ms. Taylor served as vice president, controller and chief accounting officer of LinkedIn Corporation, a professional social networking company. From 2009 to 2012, Ms. Taylor served as the vice president, controller and chief accounting officer of Silver Spring Networks, Inc., a provider of networking solutions, and from 2008 to 2009, Ms. Taylor served as the senior director, accounting policy of Yahoo! Inc. (“Yahoo!”). Prior to Yahoo!, Ms. Taylor spent over thirteen years at PricewaterhouseCoopers, an accounting firm, in various accounting roles. Ms. Taylor has served as a member of the board of directors of Everpure (formerly Pure Storage) (NYSE: PSTG), a data storage company, since October 2018, where she serves on the audit and compensation committees. Ms. Taylor has served as a member of the board of directors of KLA Corporation (NASDAQ: KLAC), an equipment and service provider, since May 2025, where she serves on the audit committee. Ms. Taylor holds a Bachelor of Commerce degree from the University of Toronto and is a Certified Public Accountant (inactive) in California.

The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Taylor should serve as a director considering our business were her extensive financial experience and leadership functions at publicly traded companies.

As a result of her experiences, Ms. Taylor possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, customer experience, business growth and transformation, finance or accounting, legal/regulatory, governance, risk management, mergers and acquisitions, operations, supply chain, international business, cybersecurity, privacy, artificial intelligence, machine learning, technology, human capital management, and ESG.



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Class III Directors (Terms Expiring 2028)

David Wright is a co-founder and has served as our Chief Executive Officer and member of our Board since our inception in November 2018, and as Chairman of the Board since September 2025.

David Wright has served as a member of Pattern Inc.’s board of directors since January 2013. From 2004 to 2015, Mr. Wright held various roles within a large non-profit organization, including director of enterprise information management and database team manager. Mr. Wright holds a Bachelor of Science degree in Accounting and an equivalency certificate for a Bachelor of Science degree in Information Systems Management from Brigham Young University.

The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Wright should serve as a director considering our business were his extensive knowledge of our Company and our business, his experience building and leading our Company and his perspective into corporate matters as our Chief Executive Officer.

As a result of his experiences, Mr. Wright possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, customer experience, finance or accounting, business growth and transformation, governance, risk management, mergers and acquisitions, operations, supply chain, international business, marketplace management, information security or cybersecurity, artificial intelligence, machine learning, technology, and human capital management.



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Melanie Alder is a co-founder and has served as a member of our Board since our inception in November 2018.

Melanie Alder has served as a member of Pattern Inc.’s board of directors since January 2013. Ms. Alder served as our Chief Operating Officer from January 2013 to May 2018, Chief Investment Officer from May 2018 to February 2024, our Corporate Secretary from November 2018 to September 2025, and Chief Strategy Officer since February 2024. Ms. Alder holds a Bachelor of Science degree in Family Science from Brigham Young University.

The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Alder should serve as a director considering our business were her extensive knowledge of our Company and our business, her experience building and leading our Company and her perspective into our operations, strategic planning and revenue growth.

As a result of her experiences, Ms. Alder possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, customer experience, business growth and transformation, governance, risk management, mergers and acquisitions, operations, supply chain, international business, marketplace management, artificial intelligence, machine learning, technology, and human capital management.



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Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm

Proposed Ratification of Appointment of Deloitte & Touche LLP

The Audit Committee of the Board has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2026. Deloitte has served as our independent registered public accounting firm since 2021. Although ratification of the Audit Committee’s selection of Deloitte is not required under our Bylaws or other legal requirements, we are submitting the appointment of Deloitte to the stockholders as a matter of good corporate practice. If the stockholders do not ratify the appointment of Deloitte, the Audit Committee will reconsider whether to retain Deloitte and will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 31, 2026. Even if the stockholders ratify the selection of Deloitte, the Audit Committee may appoint a different independent registered public accounting firm or replace Deloitte with a different independent registered public accounting firm at any time if the Audit Committee determines that it is in the best interests of the Company and its stockholders to do so. Representatives of Deloitte are expected to virtually attend the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they so desire.

Audit Fees

Deloitte was engaged as our independent registered public accounting firm to audit our financial statements for the years ended December 31, 2025, and 2024, to review our 2025 and 2024 interim financial statements, to perform services in connection with our registration statements, prospectus, to perform audits of certain subsidiaries in connection with statutory or regulatory filings, and to perform certain accounting consultation services. The aggregate audit fees Deloitte billed us for professional services were $2,347,945 in 2025 (of which $1,122,915 were related to our September 2025 initial public offering), and $486,105 in 2024. All audit fees and other fees occurring after the Company’s initial public offering that closed on September 22, 2025, were pre-approved by the Audit Committee.

Audit-Related Fees

Deloitte billed us $0 in 2025 and $0 in 2024 for audit-related fees.

Tax Fees

Deloitte billed us $725,699 in 2025 and $387,326 in 2024 for professional services rendered in connection with tax advice.



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Proposal 2									Table of Contents

All Other Fees

Deloitte billed us $1,895 in 2025 and $316 in 2024 for a subscription to the Deloitte Accounting Research Tool.

Auditor Independence

The Audit Committee has considered the role of Deloitte in providing us with the services described above and has concluded that those services were compatible with the independence of Deloitte from management and from the Company.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

General

The Audit Committee has adopted an Audit Committee Pre-Approval Policy for Audit and Non-Audit Services (the ‘‘Policy’’) which sets forth the procedures and the conditions under which all services to be performed by the independent registered public accounting firm must be pre-approved. Under the Policy ‘specific pre-approval’ is required for a specific project or service and ‘general pre-approval’ may be granted for categories of services.

Unless a type of service has received general pre-approval, or if a proposed service exceeds the generally pre-approved cost levels, it requires specific pre-approval. The annual audit services engagement requires specific pre-approval by the Audit Committee. Other services in the categories of Audit, Audit-Related, Tax, and All Other Services may be eligible for general pre-approval, subject to conditions like consistency with SEC rules on auditor independence.

The Audit Committee annually reviews and grants general pre-approval for eligible services. The Audit Committee may delegate pre-approval authority to one or more of its independent members. The delegate must present any pre-approval decisions to the full Audit Committee at its next meeting. The Policy does not delegate the Audit Committee’s pre-approval responsibilities to Company management.

Audit Services

Each fiscal year, the terms and fees of the annual audit services engagement proposed to be provided by the independent registered public accounting firm are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit (including required interim reviews performed in accordance with applicable standards) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements and annual financial statement audits of certain subsidiaries in connection with statutory or regulatory filings. The Policy provides that the Audit Committee will monitor the audit services throughout the year and will also approve, if necessary, any changes in terms and conditions resulting from changes in audit scope or other items. Other audit services not included in the annual engagement letter, such as comfort letters and consents and statutory audits of subsidiaries, may be generally pre-approved.

Audit-Related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent registered public accounting firm. Under the Policy, the Audit Committee grants general pre-approval for audit-related services.



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Tax Services

Under the Policy, Tax Services, which include specific tax compliance, planning and advice services, are eligible for general pre-approval by the Audit Committee only if the Audit Committee has reviewed them and determined that they are routine and recurring services. Services provided must also be consistent with the SEC’s rules on auditor independence and not impair the independent registered public accounting firm’s independence. Tax services not classified as routine and recurring must be specifically pre-approved by the Audit Committee.

All Other Services

Under the Policy, the Audit Committee may grant general pre-approval for specific permissible non-audit services classified as All Other Services that it believes are routine and recurring services. Services must also not impair the independence of the independent registered public accounting firm and be consistent with the SEC’s rules on auditor independence. Services not classified as routine and recurring require further specific pre-approval by the Audit Committee.

Procedures

Under the Policy, each year the Chief Financial Officer (“CFO”) (or their designee) and our independent registered public accounting firm collaborate on the submission to the Audit Committee of a schedule of audit, audit-related, tax, and other non-audit services that are subject to pre-approval. This schedule provides a description of each type of service that is subject to pre-approval and, where possible, provides projected fees (or a range of projected fees) for each service. The Audit Committee reviews and approves the types of services and reviews the projected fees for the next fiscal year. Any changes to the fee amounts listed in the schedule are subject to further specific approval of the Audit Committee. For any proposed service requiring specific pre-approval, the submission must include a joint written statement from the independent registered public accounting firm and the CFO (or their designee) that the service is consistent with the SEC's rules on auditor independence. The Policy prohibits the independent registered public accounting firm from commencing any project not described in the schedule approved by the Audit Committee until specific approval has been given.

Vote Required

The affirmative vote of the majority of the votes properly cast for and against the proposal is required to approve this proposal.



						Recommendation of the Board of Directors The Audit Committee and the Board unanimously recommend that the stockholders vote ‘‘FOR’’ the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.



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Proposal 3 Advisory Vote on the Compensation Paid by the Company to its Named Executive Officers (‘‘Say on Pay Vote’’)

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K (the ‘‘Named Executive Officers’’ or ‘‘NEOs’’).

Our executive compensation is discussed in further detail below under the caption ‘‘Compensation Discussion and Analysis’’ which, together with the sections following the Compensation Discussion and Analysis, include information about the fiscal year 2025 compensation of our NEOs and a discussion of actions regarding executive compensation that were taken after December 31, 2025.

We are asking our stockholders to indicate their support for the compensation of our NEOs, as described in this Proxy Statement. This proposal, commonly known as a ‘‘say on pay’’ proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote ‘‘FOR’’ the following resolution at our Annual Meeting:



			RESOLVED, that the stockholders approve the compensation of the Company’s NEOs as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the Compensation Discussion and Analysis, the compensation tables and related narrative discussion).

The Say on Pay Vote is advisory and, therefore, not binding on the Board or on the Company; however, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements.

Vote Required

The affirmative vote of the majority of the votes properly cast for and against the proposal is required to approve this proposal.



						Recommendation of the Board of Directors The Board unanimously recommends that the stockholders vote ‘‘FOR’’ the approval, on an advisory (non-binding) basis, of the compensation paid by the Company to our NEOs.



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Proposal 4 Advisory Vote on the Frequency (Every One, Two, or Three Years) of Future Say on Pay Votes (‘‘Say on Frequency Vote’’)

Pursuant to the Dodd-Frank Act, we are also asking our stockholders to indicate, on an advisory basis, the frequency of future advisory votes on executive compensation. In other words, how often a proposal similar to this year’s Proposal 3 will be included in the matters to be voted on at the annual stockholder meeting. The choices available under the Say on Pay rules are every one year, every two years, every three years, or to abstain.

Please mark your proxy card to indicate your preference on this Proposal or your abstention if you wish to abstain. If you fail to indicate your preference or abstention, your shares will be treated as though you chose to abstain on this Proposal.

The frequency selected by the stockholders for conducting Say on Pay Voting at the Annual Meetings will not be binding on the Board or on the Company, and stockholders are not voting to approve or disapprove the Board’s recommendation. However, the frequency selected will be considered by the Board.

Vote Required

The frequency receiving the highest number of votes from all votes properly cast at the Annual Meeting will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on the outcome of this Proposal.

The frequency preferred by the stockholders for conducting future Say on Pay Votes at the annual stockholder meetings will not be binding on the Board or on the Company, and stockholders are not voting to approve or disapprove the Board’s recommendation. However, the frequency preferred will be considered by the Board.



						Recommendation of the Board of Directors The Board unanimously recommends that you select “EVERY YEAR” in Proposal 4—the advisory vote on the frequency of future advisory stockholder votes on executive compensation under the say on pay rules, to allow our stockholders to vote on our executive pay practices every year.



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									Table of Contents


Other Business

If other matters are properly presented at the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, the proxy holders will vote, or otherwise act, to the extent they are legally permitted to do so, on your behalf in accordance with instructions from the Board or the Nominating and Corporate Governance Committee or, in the absence of instructions from the Board or the Committee, their judgment on such matters.



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The Board

Board Structure

During 2025, the Board consisted of seven members. The Board currently consists of six members, after the resignation of Daniel Gay. Mr. Wright, our co-founder and CEO, serves as our Chairman of the Board. Mr. Bailey serves as our Lead Independent Director of the Board. The two nominees for election are current members of the Board. The remaining four directors are expected to continue to serve their terms as described below. Our directors serve staggered terms. This is accomplished as follows:

Three-year

term

Each director serves a three-year term

Three

classes

The directors are divided into three classes

Equal

in number

The classes are as nearly equal in number as possible

Staggered

schedule

The term of each class begins on a staggered schedule

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees. If any nominee is unable or declines to serve as a director at or prior to the time of the Annual Meeting, the proxies will be voted for a substitute nominee, if any, designated by the Nominating and Corporate Governance Committee of the Board to fill the vacancy. The proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees. The term of office of each person elected as a Class I director will continue until the 2029 annual meeting of stockholders, until such person’s respective successor has been duly elected and qualified or until such person’s earlier incapacity, resignation, or removal. It is not expected that any nominee will decline nor be unable to serve as a director.

Board Independence

The Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our Board determined that each of Mr. Bailey, Mr. Hilton, Ms. Mather and Ms. Taylor are independent as that term is defined under the applicable rules and regulations of the SEC and the corporate governance requirements of the Nasdaq Stock Market (“Nasdaq”). In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed



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relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director, and the transactions involving them as described in the Section titled “Other Information – Certain Relationships and Related Party Transactions.” Our Board has appointed Mr. Bailey to serve as our lead independent director.

In 2025, five of our seven directors were independent and when Mr. Gay resigned in March 2026, four of our six directors were independent, and we expect a majority of our Board will continue to consist of independent directors after the Annual Meeting. The Board has determined that each of our current directors is independent within the meaning of the director independence standards of Nasdaq, except for our co-founders Mr. Wright, who serves as our CEO, and Ms. Alder, who serves as our Chief Strategy Officer.

Controlled Company

We are considered a “controlled company” under the corporate governance requirements of Nasdaq, as our co-founders collectively have more than 50% of the voting power for the election of directors (“Controlled Company”). As a result, we are not required to have a majority of independent directors on our Board, an entirely independent Nominating and Corporate Governance Committee, an entirely independent Compensation Committee, or perform annual performance evaluations of the Nominating and Corporate Governance Committee and Compensation Committee but may do so if we choose. During 2025, we had five independent directors, all of whom qualified as independent for Audit Committee purposes. Since the resignation of Mr. Gay in March 2026, we have four independent directors, all of whom qualify as independent for Audit Committee purposes.

Alder

Wright

Bailey

Hilton

Mather

Taylor

Director Leadership

Chairman of the Board

Lead Independent Director

Director Independence

Independent

Board Member of one or more public companies

Board Committees

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Committee Chair

Committee Member

There are no family relationships among any of our executive officers or directors other than our co-founders, Mr. Wright and Ms. Alder, who are married to each other.



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Board Composition

The following Board Composition chart identifies certain key skills and characteristics and self-identified backgrounds of our Board as of the Record Date.

Key Skills*

Alder

Wright

Bailey

Hilton

Taylor

Mather

Senior Leadership

Strategic Planning

Marketing/Brand/Product

Customer Experience

Business Transformation/Growth

Finance or Accounting

Legal/Regulatory

Governance/Policy

Risk Management/Compliance

M&A/Capital Markets/Restructuring

Operations/Supply Chain

International/Global

Marketplace Management

Information Security/Cybersecurity

Artificial Intelligence/Machine Learning

Technology/Data

Human Capital Management

Sustainability/ESG

* As described in the Key Skills chart below.



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Key Skills

The following Key Skills chart identifies what each of the key skills in the Board Composition chart (above) entails and describes how the skill contributes to our business.


Key skills	What the skill entails	Our business characteristics


Senior Leadership	Experience in an executive officer level role or equivalent leadership position.	Our business model is always evolving and requires aligning many different areas of our business and operations, including marketing, customer experience, finance, risk management, supply chain, and technology.


Strategic Planning	Senior leadership level experience with strategic planning, supervising someone performing similar functions, board-level oversight of such function, or equivalent knowledge or experience.	Our business depends on the creation and achievement of various goals to fit our long-term and short-term Company objectives.


Marketing/Brand/Product	Senior leadership level experience with marketing, brand and/or product, supervising someone performing similar functions, board-level oversight of such function, or equivalent knowledge or experience.	Our brands, the products we offer, and the effectiveness of our customer communications are important to our strategy to provide our customers with great products at great prices.


Customer Experience	Knowledge or experience with increasing customer satisfaction or feedback, supervising someone performing similar functions, or board-level oversight of such function.	A great customer experience promotes repeat purchases and increases our sales.


Business Transformation/Growth	Knowledge or experience in transforming businesses, industries, or operations in scale or substance.	Our business model is constantly changing and evolving in an effort to achieve our long-term and short-term goals.


Finance or Accounting	Senior leadership level experience with finance or accounting, supervising someone performing similar functions, board level oversight of such function, or equivalent certification, knowledge, or experience.	We are disciplined in our financial management approach and committed to accurate financial reporting and disclosure.


Legal	Knowledge or experience with legal, supervising someone performing similar functions, or board-level oversight of such function.	Our business is subject to a variety of risks, which we seek to identify, manage, and mitigate in a thoughtful and strategic way.


Governance/Policy	Knowledge or experience with corporate governance and policy creation and/or implementation.	We value strong corporate governance principles and seek to maintain policies that promote our long-term success.


Risk Management/Compliance	Knowledge or experience with risk management, supervising someone performing similar functions, or board-level oversight of such function.	Our business is subject to a variety of risks, which we seek to identify, manage, and mitigate in a thoughtful and strategic way.


M&A/Capital Markets/Restructuring	Senior leadership or board level experience with mergers and acquisitions, capital markets, restructurings, or equivalent knowledge or experience.	We grow and manage our business in a smart and thoughtful way to promote long-term value.



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Operations/Supply Chain	Senior leadership level experience with supply chain, supervising someone performing similar functions, board-level oversight of such function, or equivalent knowledge or experience.	Our business relies on a broad supply chain to obtain, ship, and deliver the products we offer for sale.


International/Global	Senior leadership or board level experience with global or international business, supervising someone performing similar functions, or equivalent knowledge or experience.	Our business offers products and services in countries outside the United States, which creates various risks and complexities, including increased legal and regulatory risks, and increased risks associated with selling goods effectively in a new market with different expectations.


Marketplace Management	Senior leadership or board level experience in managing marketplaces, supervising someone performing similar functions, or equivalent knowledge or experience.	Our business relies on effective marketplace management where we offer goods and services.


Information/Cyber