Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation required by the Securities Exchange Act of 1934 (the “1934 Act”), under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the 1934 Act, as of December 31, 2025. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal controls over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
A control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
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Item 9B. Other Information
Securities Trading Plans of Directors or Executive Officers
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified the amount, pricing or provisions in a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading agreement” (each as defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this Item is included in our Proxy Statement relating to our 2026 annual meeting of shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 (our “2026 Proxy Statement”) and is incorporated herein by reference.
Item 11. Executive Compensation
Information required by this Item is included in our 2026 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
Information required by this Item is included in our 2026 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this Item is included in our 2026 Proxy Statement.
Item 14. Principal Accounting Fees and Services
Information required by this Item is included in our 2026 Proxy Statement.
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Part IV
Item 15. Exhibits, Financial Statements Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements:
The financial statements are filed as part of this Annual Report on Form 10-K under Part II, Item 8, Financial Statements and Supplementary Data.
(2) Financial Statement Schedules:
The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under Part II, Item 8, Financial Statements and Supplementary Data.
(3) Exhibits:
Exhibit Number Exhibit Title Form File No. Exhibit No. Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of Pattern Group Inc.
8-K 001-42852 3.1 9/24/2025
3.2 Amended and Restated Bylaws of Pattern Group Inc.
8-K 001-42852 3.2 9/24/2025
4.1 Description of Securities
X
4.2 Form of Series A common stock certificate of the Registra nt
S-1/A 333-289810 4.1 9/10/2025
4.3 Amended and Restated Investors’ Rights Agreement, dated September 28, 2021, by and among the Registrant and certain of its stockholders.
S-1 333-289810 4.2 8/22/2025
10.1 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1/A 333-289810 10.1 9/10/2025
10.2# 2019 Equity Incentive Plan, as amended, and forms of award agreements thereunder.
S-1/A 377-07612 10.2 3/17/2025
10.3# 2025 Equity Incentive Plan, and forms of award agreements thereunder.
X
10.4# 2025 Employee Stock Purchase Plan.
X
10.5# Non-Employee Director Compensation Policy.
S-1/A 333-289810 10.19 9/10/2025
10.6#† Executive Severance Plan, and form of participation letter thereunder.
S-1/A 333-289810 10.20 9/10/2025
10.7# Offer Letter, dated November 19, 2020, by and between the Registrant and Jason Beesley.
S-1 333-289810 10.5 8/22/2025
10.8# Stand-Alone Restricted Stock Unit Agreement, dated February 25, 2025.
S-1 333-289810 10.21 8/22/2025
10.9# Restricted Stock Unit Agreement Cancellation Agreement, dated August 20, 2025.
S-1 333-289810 10.22 8/22/2025
10.10† Credit Agreement, dated September 4, 2025, by and among the Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders named therein.
S-1/A 333-289810 10.23 9/10/2025
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Exhibit Number Exhibit Title Form File No. Exhibit No. Filing Date Filed Herewith
10.11† Lease by and between the Registrant and Innovation Pointe Three, LLC, dated May 5, 2020; First Amendment to Lease Agreement, dated February 16, 2021; Second Amendment to Lease Agreement, dated July 27, 2023.
S-1 333-289810 10.15 8/22/2025
10.12† Sublease by and between the Registrant and Route App, Inc., dated July 27, 2023.
S-1 333-289810 10.16 8/22/2025
10.13 Lease by and between the Registrant and Dugan Financing LLC, dated July 24, 2020; First Lease Amendment, dated March 3, 2021.
S-1 333-289810 10.17 8/22/2025
10.14† Standard Industrial Lease Agreement by and between the Registrant and Columbia Nevada Carey Industrial, LLC, dated June 19, 2024.
S-1 333-289810 10.18 8/22/2025
19.1 Pattern Group Inc. Insider Trading Policy.
X
21.1 Subsidiaries of the Registrant.
S-1/A 333-289810 21.1 9/10/2025
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm.
X
24.1 Power of Attorney (i ncluded on signature page)
X
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 Pattern Group Inc. Compensation Recovery Policy
X
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Exhibit Number Exhibit Title Form File No. Exhibit No. Filing Date Filed Herewith
101 The following financial information from Pattern Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statements of Changes in Stockholders of Changes in Convertible Preferred Stock and Stockholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
_______________
# Indicates management contract or compensatory plan, contract or agreement.
† Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PATTERN GROUP INC.
Date: March 6, 2026
By: /s/ David Wright
Name: David Wright
Title: Chief Executive Officer (Principal Executive Officer)
Date: March 6, 2026
By: /s/ Jason Beesley
Name: Jason Beesley
Title: Chief Financial Officer (Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Wright, Melanie Alder, Jason Beesley and Ben Craven, and each of them individually, as his or her attorney-in-fact, each with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ David Wright Co-founder, Chief Executive Officer and Director
(Principal Executive Officer)
March 6, 2026
David Wright
/s/ Melanie Alder Co-founder, Chief Strategy Officer and Director
March 6, 2026
Melanie Alder
/s/ Jason Beesley Chief Financial Officer
(Principal Financial and Accounting Officer)
March 6, 2026
Jason Beesley
/s/ John Bailey Director
March 6, 2026
John Bailey
/s/ Daniel Gay Director
March 6, 2026
Daniel Gay
/s/ Scott Hilton Director
March 6, 2026
Scott Hilton
/s/ Ann Mather Director March 6, 2026
Ann Mather
/s/ Susan Taylor Director March 6, 2026
Susan Taylor
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