Pattern Group Inc-A 2025年季度报告

(Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember30, 2025 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number001-42852 Pattern Group Inc. (Exact Name of Registrant as Specified in Its Charter) 83-2556861 Delaware (I.R.S. Employer Identification No.) 84043(Zip Code) (866)765-1355Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered PTRN Series A common stock, par value $0.001 per share Nasdaq Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YesoNox Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNoo Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesoNox The registrant had outstanding154,522,413shares of Series A common stock, par value $0.001 per share, and21,702,510shares of Series B common stock, par value$0.001 per share, as of November3, 2025. TABLE OF CONTENTS Special Note Regarding Forward-Looking Statements PART I - FINANCIAL INFORMATION Item 1.Financial Statements1Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations17Item 3.Quantitative and Qualitative Disclosures About Market Risk26Item 4.Controls and Procedures26 PART II - OTHER INFORMATION Item 1.Legal Proceedings28Item 1A.Risk Factors28Item 2.Unregistered Sales of Equity Securities and Use of Proceeds28Item 3.Defaults Upon Senior Securities28Item 4.Mine Safety Disclosures28Item 5.Other Information28Item 6.Exhibits29Signatures31 This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws,which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events orour future financial or operating performance. All statements other than statements of historical fact included in this Quarterly Reporton Form 10-Q, including statements regarding our strategy, future operations, financial position, estimated revenues and losses,projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identifyforward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,”“could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negativeof these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. When consideringforward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading“Risk Factors” included in this Quarterly Report on Form 10‑Q and those included within our final prospectus dated September 18,2025, as filed with the Securities and Exchange Commission (“SEC”) on September 19, 2025 (“Prospectus”) under the Securities Actof 1933, as amended (the “Securities Act”). Forward-looking statements contained in this Quarterly Report on Form 10‑Q mayinclude, but are not limited to, statements about: •our expectations regarding our revenue, costs and other operating results;•the estimated size of our addressable market opportunity;•the growth rate of the markets in which we compete;•our ability to grow existing and attract new brand partners;•our ability to expand and enhance our platform;•our ability to launch and monetize incremental solutions;•our ability to expand into global geographies;•our ability to utilize AI successfully in our current and future solutions