Pattern Group Inc.

Lehi, Utah · Corporate Headquarters · 120,044 · 6/30/2027

Hebron, Kentucky · Warehouse · 259,200 · 2/28/2027

North Las Vegas, Nevada · Warehouse · 114,400 · 2/29/2032

Lehi, Utah (1) · Office / Warehouse · 21,400 · 12/31/2026

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(1)Facility is leased from iServe Investments, LLC, an entity controlled by David Wright, our Chief Executive Officer and co-founder, and Melanie Alder, our Chief Strategy Officer and co-founder. See Note 16—Related-Party Lease Agreement, in the notes to the consolidated financial statements, included in Part II, Item 8, Financial Statements and Supplementary Data, in this Annual Report on Form 10-K for more information.

The Company also leases additional facilities in Europe, Australia and Asia to support our sales and logistics, none of which are individually material to our operations. We believe that our existing facilities are suitable and adequate for our current operations. We periodically review our property portfolio to ensure alignment with our business needs and may acquire or dispose of properties as necessary.

• If we fail to manage our growth effectively, our business, financial condition and results of operations could be materially and adversely affected.
• We currently rely on a small number of third-party service providers to host or support a significant portion of our business, and any loss of or interruptions or delays in services from these third parties could impair the delivery of our solutions and harm our business.
• We have a history of losses, and we may be unable to sustain profitability or generate profitable growth in the future.
• If we fail to properly develop, invest in and manage AI Technologies used in our solutions, our business, financial condition and results of operations could be materially adversely affected.
• The use of new and evolving technologies, including AI Technologies, in our business may result in spending material resources and presents risks and challenges that can impact our business including by posing security and other risks to our confidential and/or proprietary information, including personal information, and as a result we may be exposed to reputational harm and liability.
• Significant changes in marketplace return or refund policies, our ability to recover return or refund reimbursements, brand contractual arrangements or delays in processing returns or refunds could harm our business.
• We are subject to product liability claims when people or property are harmed by the products we sell.
• The illegal distribution and sale by third parties of counterfeit versions of our brand partners’ products or the unauthorized diversion by third parties of our brand partners’ products could have an adverse effect on our revenue and a negative impact on our reputation and business.
• Our business depends on our ability to successfully drive digital traffic to our product listings on marketplaces. We may not be able to maintain and enhance our product listings if we receive unfavorable customer complaints, negative publicity or otherwise fail to live up to customer expectations, which could materially adversely affect our business, results of operations and growth prospects.
• If we fail to offer high-quality customer support or are unable to achieve or maintain a high level of customer satisfaction, demand for our brand partners’ products could suffer.
• We rely on third-party transportation vendors, last mile carriers and marketplaces to ship and deliver our customers’ orders.
• The variability in our business places increased strain on our operations.
• We may not be able to compete successfully against current and future competitors.
• We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition and results of operations.
• Our business suffers when we are unsuccessful in making, integrating and maintaining acquisitions and investments.
• Our results of operations may be adversely affected by changes in foreign currency exchange rates.
• Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.
• Restrictions in our revolving credit facility could adversely affect our operating flexibility.
• Our international operations subject us to additional costs and risks that can adversely affect our business, financial condition and operating results.
• Risks Related to Legal, Regulatory and Compliance
• We are subject to extensive laws and regulations and we may incur material liabilities or costs related to complying with existing or future laws and regulations, and our failure to comply may result in enforcements, penalties, recalls and other adverse actions.
• Political, economic and financial instability and changes in international trade and investment policies, tariffs or economic sanctions, particularly with respect to the United States and China, could have a material impact on our business, financial condition and results of operations.
• We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations.
• Government regulation of the internet, mobile devices and ecommerce is evolving, and unfavorable changes could substantially adversely affect our business, financial condition and results of operations.
• We and our business partners and service providers may be subject to a variety of privacy and data security laws, regulations and contractual obligations, which may require us to incur substantial compliance costs, and any failure or perceived failure by us to comply with them could expose us to significant fines and other penalties and otherwise harm our business, financial condition and operations.
• If we or our third-party providers fail to protect confidential information and/or experience data security incidents, breaches or compromises, there may be damage to our brand and reputation, financial penalties and legal liability, which would materially adversely affect our business, results of operations and financial condition.
• Failure to adequately maintain and protect our intellectual property and proprietary rights could harm our brand, devalue our proprietary content and adversely affect our ability to compete effectively.
• We may be subject to intellectual property claims, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies in the future.
• We may be unable to continue to use the domain names that we use in our business or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand, trademarks or service marks.
• Our technology makes use of open source software components, and a failure to comply with the terms of the underlying open source software licenses could negatively affect our ability to use our technology and subject us to possible litigation.
• As a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Series A common stock.
• Operating as a public company requires us to incur substantial costs and requires substantial management time and attention.
• Changes in tax law may adversely affect us.
• Our business may be subject to sales and other taxes.
• Our ability to use tax attributes to offset future taxable income for tax purposes is subject to limitation and risk that could limit our ability to utilize such attributes.
• Litigation could have a material adverse effect on our business and results of operations.
• Risks Related to Our Corporate Structure
• We are a “controlled company” under the corporate governance requirements of Nasdaq, and intend to avail ourselves of certain reduced corporate governance requirements.
• The dual series structure of our common stock and the existing ownership of capital stock by our co-founders and their affiliates have the effect of concentrating voting control with our co-founders and their affiliates for the foreseeable future, which will limit your ability to influence corporate matters.
• Risks Related to Ownership of Our Series A Common Stock
• We cannot predict the effect our dual series structure may have on the market price of our Series A common stock.
• Provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current board of directors and limit the trading price of our Series A common stock.
• Our amended and restated bylaws designate specific courts as the sole and exclusive forum for certain disputes that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
• Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans, or otherwise will dilute all other stockholders and could negatively affect our results of operations.
• We do not intend to pay dividends for the foreseeable future.
• Our IPO occurred in September 2025. As such, there has only been a public market for our Series A common stock for a short period of time. The trading price of our Series A common stock may continue to be volatile, which could cause the value of your investment to decline.
• If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.
• General Risk Factors
• Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.
• The effects of natural disasters, terrorism, acts of war and public health issues may adversely affect our business.
• Climate change may have a long-term impact on our business.
• Our cash could be adversely affected if the financial institutions in which we hold our cash fail.