Pattern Group Inc. - 美股招股说明书（2026年6月17日版）

Pattern Group Inc. Series A Common Stock The selling stockholder named in this prospectus, an entity affiliated with a member of our board of directors, is offering8,000,000 shares of our SeriesA common stock. We are not selling any shares of Series A common stock under this prospectus and Our shares of Series A common stock are listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol“PTRN.” On June 12, 2026, the closing sales price of our shares of Series A common stock as reported on Nasdaq was $20.96per We are a “controlled company” under the corporate governance requirements of Nasdaq and have elected not to comply withcertain corporate governance standards. See the documents that are incorporated by reference into this prospectus for furtherinformation. Investing in shares of our SeriesA common stock involves risks.See the section titled “Risk Factors” beginning on page5and under similar headings in the other documents that are incorporated by reference into this prospectus to read about Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to the selling stockholder (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 1,200,000shares of Series A common stockfrom the sellingstockholder at the public offering price less underwriting discounts and commissions within 30days from the date of this prospectus. The underwriters expect to deliver the shares of our Series A common stock against payment in New York, New York on or aboutJune 18, 2026. Goldman Sachs & Co. LLC J.P. Morgan Jefferies Evercore ISI Baird Neither we, the selling stockholder nor any of the underwriters have authorized anyone to provide any information or make anyrepresentations other than those contained in this prospectus or in any free writing prospectus we have prepared. We, the sellingstockholder and the underwriters take no responsibility for and can provide no assurance as to the reliability of, any other informationthat others may give you. The selling stockholder is offering to sell, and seeking offers to buy, shares of our Series A common stockonly in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date For investors outside of the United States: Neither we, the selling stockholder nor any of the underwriters have done anything thatwould permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus or in the documents incorporatedby reference herein and does not contain all of the information you should consider before investing in shares of ourSeriesA common stock. You should read this entire prospectus carefully, including information incorporated byreference in this prospectus and any free writing prospectus prepared by us or on our behalf, including the sectionentitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in this prospectus, thedocuments incorporated by reference in this prospectus and the consolidated financial statements and the related Overview At Pattern, we are on a mission to help brands accelerate profitable growth on global ecommerce marketplaces.Our proprietary technology and on-demand experts operate across more than 70 marketplaces to increase productsales to consumers in more than 100 countries. We have gathered more than 77 trillion data points comprised ofkeyword, shipping, advertising, sales, market share, click, social, conversion, customer service and other data. Given the complexities that consumer brands face in scaling and accelerating global ecommerce, we have builta powerful ecommerce acceleration platform (“our technology”) organized around a simple and intuitive formula, Our technology executes thousands of optimizations daily and drives the ecommerce equation across tens ofthousands of products on marketplaces around the world. These optimizations include automated adjustments andrecommendations powered by AI, machine learning and our massive flow of ecommerce data points, allowingbrands to navigate the complexity of operating on global ecommerce marketplaces at scale. Pattern Intelligence(“Pi”) is Pattern’s AI-powered autonomous ecommerce execution engine that identifies opportunities and acts onthem in real time, helping brand partners grow revenue, win market shar