Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Series A common stock has been listed on Nasdaq under the symbol “PTRN” since September 19, 2025. Our Series B common stock is neither listed on any stock exchange nor traded on any public market.
Holders
As of March 2, 2026, there were [35] holders of record of our Series A common stock and 2 holders of record of our Series B common stock. The actual number of stockholders is greater than the number of record holders, and includes stockholders who are beneficial owners, whose shares are held of record by banks, brokers and other financial institutions.
Dividends
We have never declared or paid any cash dividends on our capital stock, and we do not currently anticipate paying any cash 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.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The performance graph below shows the cumulative total return to our stockholders between September 19, 2025 (the date that our Series A common stock commenced trading on Nasdaq) through December 31, 2025, in comparison to the NASDAQ Composite, the Russell 2000 Index, and the Standard & Poor’s 500 (“S&P 500 Index”) Information Technology Sector . The graph assumes that $100 was invested in our Series A common stock and each index at their closing prices on September 19, 2025 and data for the indexes assumes reinvestment of any dividends. The stock price performance shown in the graph represents past performance and is not necessarily indicative of future stock price performance.
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Use of Proceeds from Registered Securities
On September 18, 2025, our registration statement on Form S-1 (File No. 333-289810), as amended, related to our IPO, was declared effective by the SEC. There has been no material change in the expected use of the net proceeds from our IPO as described in the final prospectus, dated September 18, 2025 and filed with the SEC on September 19, 2025 pursuant to Rule 424(b) of the Securities Act.
Recent Sales of Unregistered Securities
Since January 1, 2025, we made sales of the following unregistered securities:
Restricted Stock Unit Issuances
Since January 1, 2025, we granted to our employees, consultants and other service providers RSUs representing an aggregate of 5,393 thousand shares of common stock under our 2019 Equity Incentive Plan and 2025 Equity Incentive Plan. In addition, we granted to our CEO Milestone RSUs representing an aggregate of 8,813 thousand shares of common stock pursuant to a stand-alone restricted stock unit award agreement, which were subsequently cancelled in August 2025.
Common Stock Issuances
Since January 1, 2025, we issued to our employees an aggregate of 14,092 thousand shares of common stock in connection with the vesting of RSU awards under our 2019 Equity Incentive Plan and 2025 Equity Incentive Plan.
We believe these transactions were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder or Rule 701 promulgated under Section 3(b) of the Securities Act (“Rule 701”) as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, in each transaction or through their relationships with us, to information about Pattern.
Issuer Purchases of Equity Securities
None.
Item 6. Reserved
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