Pattern Group Inc-A美股招股说明书(2025-09-19版)

Pattern Group Inc. Series A Common Stock This is an initial public offering of shares of Series A common stock of Pattern Group Inc. We are offering10,714,286 shares of our Series A common stock and theselling stockholders identified in this prospectus are selling10,714,286shares of our Series A common stock. We will not receive any proceeds from the sale of shares ofSeries A common stock to be offered by the selling stockholders. Prior to this offering, there has been no public market for our Series A common stock. The initial public offering price is $14.00per share. We have been approvedto list our Series A common stock on the Nasdaq Global Select Market under the symbol “PTRN”. Following this offering, we will have two series of common stock: Series A common stock and Series B common stock. The rights of the holders of Series Acommon stock and Series B common stock are identical, except with respect to voting and conversion rights. Each share of Series A common stock is entitled to one vote.Each share of Series B common stock is entitled to 20 votes and is convertible at any time into one share of Series A common stock. All shares of our capital stock outstandingimmediately prior to this offering, including all shares held by our executive officers (other than David Wright and Melanie Alder (“co-founders”)), employees and directors(other than our co-founders), and their respective affiliates, will be reclassified into shares of our Series A common stock immediately prior to the consummation of thisoffering and all shares of capital stock outstanding immediately prior to this offering held directly by our co-founders will be reclassified into shares of our Series B commonstock. Upon the completion of this offering, all shares of Series B common stock will be held directly by our co-founders, both of whom are current executive officers anddirectors. Upon completion of this offering, our co-founders, together with their affiliated family trusts (such trusts, the “co-founder trusts”), will collectively holdapproximately86.5% of the voting power of our outstanding capital stock (or85.9% if the underwriters exercise their option to purchase additional shares of our Series Acommon stock from the co-founder trusts in full), which voting power may increase over time, and the holders of our outstanding Series A common stock (other than the co-founders and the co-founder trusts) will hold approximately13.5% of the voting power of our outstanding capital stock (or14.1% if the underwriters exercise their option topurchase additional shares of our Series A common stock from the co-founder trusts in full). Following the completion of this offering, as a result of our co-founders’ ownership of our Series B common stock, we will be a “controlled company” under thecorporate governance requirements of the Nasdaq Stock Market and may elect not to comply with certain corporate governance standards. See the sections titled“Management—Controlled Company” and “Risk Factors—Risks Related to Our Corporate Structure—We are a “controlled company” under the corporate governancerequirements of the Nasdaq Stock Market, and intend to avail ourselves of certain reduced corporate governance requirements” for more information.” See the section titled “Risk Factors” beginning on page21to read about factors you should consider before buying our Series A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacyof this prospectus. Any representation to the contrary is a criminal offense. Initial public offering price (1)See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters. The underwriters have the option to purchase up to an additional 3,214,285 shares of Series A common stock from the co-founder trusts at the initial public offeringprice, less the underwriting discount, for 30 days after the date of this prospectus. At our request, the underwriters have reserved up to1,071,428 shares of our Series Acommon stock, or 5% of the shares being offered pursuant to this prospectus, for sale at the initial public offering price to certain employees as determined by certain of ourofficers. See the section titled “Underwriting—Directed Share Program” for additional information. The underwriters expect to deliver the shares against payment in New York, New York on or aboutSeptember 22, 2025. Goldman Sachs & Co. LLC* J.P. Morgan* Evercore ISI TABLE OF CONTENTS Prospectus PageFOUNDER LETTERiiPROSPECTUS SUMMARY1RISK FACTORS21SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS61INDUSTRY AND MARKET DATA63USE OF PROCEEDS64DIVIDEND POLICY65CAPITALIZATION66DILUTION69MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS72BUSINESS94MANAGEMENT124EXECUTIVE COMPENSATION133CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS149PRINCIPALAN