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Pattern Group (PTRN) Board adopts annual Say-on-Pay advisory vote frequency

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Pattern Group Inc. filed an amended report to disclose its Board of Directors’ decision on how often shareholders will vote on executive pay. After stockholders indicated a preference at the 2026 annual meeting, the Board chose to hold advisory Say-on-Pay votes every year.

The company plans to maintain this annual Say-on-Pay schedule until the next required Say-on-Frequency vote, which will occur no later than the 2032 annual meeting, or until the Board sets a different frequency.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-Pay vote frequency Annual Board decision following 2026 annual meeting
Next Say-on-Frequency deadline 2032 annual meeting Latest timing for next frequency vote
Say-on-Pay Vote financial
"non-binding stockholder advisory votes on the compensation of our named executive officers (the “Say-on-Pay Vote”)"
A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.
Say-on-Frequency Proposal financial
"whether non-binding stockholder advisory votes on the compensation of our named executive officers ... should be held every one, two, or three years (the “Say-on-Frequency Proposal”)"
Item 5.07 regulatory
"to disclose, in accordance with Item 5.07(d) of , the decision of our Board of Directors"
non-binding stockholder advisory votes financial
"non-binding stockholder advisory votes on the compensation of our named executive officers"
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Understanding 8-K Material Events →
false00018119355/15/202600018119352026-05-152026-05-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2026
Pattern Group Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4285283-2556861
(State or other jurisdiction of
incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
1441 West Innovation Way, Suite 500
Lehi, UT
84043
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (866) 765-1355
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Series A common stock, par value $0.001 per sharePTRNNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Pattern Group Inc. (the “Company,” “we,” “us” or “our”) with the U.S. Securities and Exchange Commission on May 20, 2026 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of our 2026 Annual Meeting of Stockholders held on May 15, 2026 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the decision of our Board of Directors (the “Board”) regarding whether non-binding stockholder advisory votes on the compensation of our named executive officers (the “Say-on-Pay Vote”) should be held every one, two, or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Original Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported in the Original Form 8-K, in an advisory vote held at the Annual Meeting on the Say-on-Frequency Proposal, our stockholders expressed their preference for a Say-on-Pay Vote to be conducted every year. In light of these results, and consistent with the recommendation of our Board as set forth in our proxy statement for the Annual Meeting, on May 27, 2026, the Board determined that the Company will hold future Say-on-Pay Votes on an annual basis until the next Say-on-Frequency Proposal vote (which will be held no later than the 2032 annual meeting of stockholders) or until the Board otherwise determines a different frequency of Say-on-Pay Votes.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 2, 2026
Pattern Group Inc.
By:/s/ Ben Craven
Name:Ben Craven
Title:General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Pattern Group Inc. (PTRN) change in this amended 8-K?

Pattern Group Inc. used this amended 8-K to disclose its Board’s decision on Say-on-Pay vote frequency. The Board confirmed that future advisory votes on executive compensation will be held annually, following shareholder preference expressed at the 2026 annual meeting.

How often will Pattern Group Inc. (PTRN) hold Say-on-Pay votes?

Pattern Group Inc. will hold Say-on-Pay votes on an annual basis. This means shareholders can provide non-binding advisory feedback on executive compensation every year, reflecting the preference shown in the Say-on-Frequency vote at the 2026 annual meeting.

What is the Say-on-Frequency Proposal mentioned by Pattern Group Inc. (PTRN)?

The Say-on-Frequency Proposal is an advisory vote where shareholders choose how often Say-on-Pay votes should occur. At the 2026 annual meeting, Pattern Group Inc. shareholders indicated a preference for annual Say-on-Pay votes, which the Board adopted in this amendment.

Until when is Pattern Group Inc.’s annual Say-on-Pay schedule expected to apply?

The annual Say-on-Pay schedule will apply until the next Say-on-Frequency vote, which will be held no later than the 2032 annual meeting. The Board may also change the frequency earlier if it later determines a different approach is appropriate.

Does Pattern Group Inc.’s amended filing change prior 2026 annual meeting results?

The amended filing does not change prior 2026 annual meeting results. It only adds the Board’s formal decision to adopt annual Say-on-Pay votes, responding to shareholder preferences recorded in the original report and required disclosure under Item 5.07(d).

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