Pattern Group Inc-A 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42852 Pattern Group Inc. (Exact Name of Registrant as Specified in Its Charter) 83-2556861 Delaware (I.R.S. Employer Identification No.) (866) 765-1355Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Nasdaq Global Select Market PTRN Series A common stock, par value $0.001 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 of the Act.YesNo 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.YesNo 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).YesNo 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. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on December31, 2025, based on the closingprice of $11.54 per share of the registrant’s Series A common stock as reported by Nasdaq Global Select Market on December31, 2025, was approximately $550million. The registrant has elected to use December31, 2025 as the calculation date, which was the last business day of the registrant’s most recently completed fiscalyear, because on June 30, 2025 (the last day of the registrant’s second fiscal quarter), the registrant was a privately-held company. Solely for purposes of this disclosure,shares of the registrant’s common stock held by each executive officer and director and by each other person who may be deemed to be an affiliate of the registrant havebeen excluded from this computation. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant had outstanding 155,248,477 shares of Series A common stock, par value $0.001 per share, and 21,702,510 shares of Series B common stock, par value$0.001 per share, as of March2, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Reporton Form 10-K where indicated. Such Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year towhich this report relates. TABLE OF CONTENTS 1 Special Note Regarding Forward-Looking Statements PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities48Item 6.Reserved49Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations50Item 7A.Quantitative and Qualitative Disclosures About Market Risk61It