STOCK TITAN

Pattern Group raises 2026 revenue outlook to $3.50B–$3.52B

Pattern says its platform serves hundreds of global brands across more than 80 global marketplaces and uses more than 100 trillion data points.

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Form Type
8-K

Rhea-AI Filing Summary

Pattern Group Inc. reported third-quarter 2026 revenue of $886 million, up 38% year over year. Net income was $32 million, up $91 million year over year, and diluted earnings per share were $0.18. Net revenue retention (NRR), comparing current and prior trailing-12-month revenue from existing brand partners, was 127%, versus 122% a year earlier.

Adjusted EBITDA, a non-GAAP measure, was $57 million, up 40%. For the trailing 12 months ended September 30, 2026, operating cash flow was $142 million, up 54%, and free cash flow was $106 million, up 50%. Revenue not attributable to Amazon was $88 million, up 86%, and international revenue was $106 million, up 56%. Pattern said marketplace promotional timing shifted approximately 4 percentage points of revenue growth from Q3 into Q2; without that shift, revenue growth would have been approximately 42% year over year in both quarters.

Pattern raised its full-year 2026 outlook to revenue of $3.50 billion to $3.52 billion and adjusted EBITDA of $219 million to $220 million. For Q4 2026, it anticipates revenue of $965 million to $985 million and adjusted EBITDA of $54 million to $55 million.

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Positive

  • Moderate pointRevenue rose 38% year over year to $886 million.
  • Moderate pointNet income increased $91 million year over year to $32 million.
  • Moderate pointAdjusted EBITDA grew 40% year over year to $57 million.
  • Moderate pointTTM operating cash flow rose 54% to $142 million.

Negative

  • None.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $886 million Third quarter 2026; up 38% year over year.
Net revenue retention 127% Third quarter 2026; compared with 122% in the prior year period.
Net income $32 million Third quarter 2026; up $91 million year over year.
Diluted earnings per share $0.18 Third quarter 2026.
Adjusted EBITDA (non-GAAP) $57 million Third quarter 2026; up 40% year over year.
Operating cash flow $142 million Trailing 12 months ended September 30, 2026; up 54% year over year.
Free cash flow (non-GAAP) $106 million Trailing 12 months ended September 30, 2026; up 50% year over year.
Full-year 2026 revenue outlook $3.50 billion to $3.52 billion Anticipated full-year 2026 range.
Net Revenue Retention Rate financial
"We calculate NRR by comparing total revenue attributable to all existing brand partners"
Net revenue retention rate shows how much money a company keeps from its existing customers over time, after accounting for growth or losses. It helps measure if current customers are staying loyal and spending more or less, which is important for understanding the company's ongoing success and stability. Think of it like tracking how much your favorite subscription service keeps and grows its members' payments each year.
Adjusted EBITDA financial
"We calculate Adjusted EBITDA as net income (loss) excluding"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free cash flow financial
"Free cash flow is a non-GAAP financial measure"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Non-GAAP financial measure financial
"Free cash flow is a non-GAAP financial measure"
A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.
Revenue $886 million +38% year over year
Net income $32 million Up $91 million year over year
Adjusted EBITDA (non-GAAP) $57 million +40% year over year
Guidance

Pattern anticipates Q4 2026 revenue of $965 million to $985 million and adjusted EBITDA of $54 million to $55 million; for full-year 2026, revenue of $3.50 billion to $3.52 billion and adjusted EBITDA of $219 million to $220 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did Pattern (PTRN) report in Q3 2026?

Pattern reported $886 million of third-quarter 2026 revenue, up 38% year over year. It said marketplace promotional timing shifted approximately 4 percentage points of revenue growth from Q3 into Q2; excluding that shift, revenue growth would have been approximately 42% year over year in both Q3 and Q2.

Did Pattern (PTRN) make a profit in Q3 2026?

Pattern reported $32 million of net income for Q3 2026, up $91 million year over year, and diluted earnings per share of $0.18. For Q3 2025, the consolidated statements show a net loss of $59.059 million.

How does Pattern (PTRN) calculate net revenue retention?

Pattern compares revenue attributable to existing brand partners in the current trailing 12-month period with revenue from those partners in the previous trailing 12-month period. The calculation excludes new brand partners and revenue from consulting and design services; current-period revenue reflects expansion, contraction, and attrition.

How does Pattern (PTRN) define free cash flow?

Pattern defines free cash flow as net cash provided by operating activities reduced by purchases of property and equipment. The company says it uses this non-GAAP measure to evaluate the cash impact of operations, including equipment purchases it considers necessary to ongoing operations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000181193500018119352026-11-042026-11-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 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



Item 2.02    Results of Operations and Financial Condition.
On November 4, 2026, Pattern Group Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
99.1
Press Release issued on November 4, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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: November 4, 2026
Pattern Group Inc.
By:/s/ Jason Beesley
Name:Jason Beesley
Title:Chief Financial Officer


Pattern Reports Record Third Quarter 2026 Financial Results
Q3 Revenue Growth of 38%, for a Record $886 million
NRR of 127%, up from 122% in the Prior Year Period

LEHI, UT — November 4, 2026 — Pattern Group Inc. (NASDAQ: PTRN), a leader in accelerating brands on global ecommerce marketplaces, today announced financial results for the third quarter ended September 30, 2026.
“We delivered another record quarter, with revenue of $886 million, up 38% year over year with net revenue retention of 127%,” said Dave Wright, Co-Founder and CEO of Pattern. “We’re helping existing brand partners grow while more brands choose Pattern to expand their businesses across marketplaces and geographies. This strong momentum underpins our increased full-year outlook.”
“As AI creates new ways for consumers to discover and buy products, brands need technology and infrastructure that turn those opportunities into growth,” said Wright. “Pattern Intelligence brings together our technology to optimize the four levers of the ecommerce equation: traffic, conversion, price and availability. Our advantage comes from combining that intelligence with 13 years of execution, more than 100 trillion data points, and the global logistics infrastructure to help brands grow wherever consumers shop.”
Third Quarter 2026 Financial Highlights
•Record Revenues of $886 million, up 38% year over year. As a reminder, the timing of marketplace promotional events shifted approximately 4 percentage points of revenue growth from Q3 into Q2. Excluding this shift, revenue growth would have been approximately 42% year over year in both Q3 and Q2.
•Net Revenue Retention Rate (“NRR”) of 127%, up from 122% in the prior year.
•Record Revenue, not attributable to Amazon, of $88 million, up 86% year over year.
•International Revenue of $106 million, up 56% year over year.
•Net income of $32 million, up $91 million year over year, and diluted earnings per share of $0.18.
•Adjusted EBITDA (non-GAAP) of $57 million, up 40% year over year.
•Net cash provided by operating activities for the trailing twelve months (“TTM”) ended September 30, 2026 of $142 million, up 54% year over year.
•Free Cash Flow (non-GAAP) for the TTM ended September 30, 2026 of $106 million, up 50% year over year.
See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.
Financial Outlook
“Our record top line performance translated to strong bottom line delivery and meaningful free cash flow generation,” said Jason Beesley, Chief Financial Officer of Pattern. “On a trailing twelve month basis, the business generated $106 million of free cash flow, enabling us to invest for growth and return value to shareholders. We are raising our full year outlook, underscoring the power of Pattern’s model and our commitment to driving durable growth and long-term shareholder value.”
For the fourth quarter 2026, Pattern anticipates:
Revenues in the range of $965 million to $985 million, representing approximately 34% to 36% growth year over year.
Adjusted EBITDA (non-GAAP) in the range of $54 million to $55 million, representing approximately 27% to 29%% growth year over year.



For the full year 2026, Pattern anticipates:
Revenues in the range of $3.50 billion to $3.52 billion, representing approximately 40% to 41% growth year over year.
Adjusted EBITDA (non-GAAP) in the range of $219 million to $220 million, representing approximately 44% growth year over year.
See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures.
Conference Call, Webcast, and Other Information
Pattern will host a conference call and live webcast to discuss its third quarter 2026 financial results at 2:30 p.m. Mountain Time today, November 4, 2026. A live webcast of the call can be accessed from Pattern’s investor relations website at https://investors.pattern.com/. An archived version of the webcast will be available from the same website after the call.
About Pattern
Pattern accelerates brands on global ecommerce marketplaces leveraging proprietary technology and AI. Utilizing more than 100 trillion data points, sophisticated machine learning and AI models, Pattern optimizes and automates key levers of ecommerce growth for global brands, including advertising, content management, logistics and fulfillment, pricing, forecasting and customer service. Hundreds of global brands depend on Pattern’s ecommerce acceleration platform every day to drive profitable revenue growth across more than 80 global marketplaces—including Amazon, TikTok Shop, Walmart.com, Target.com, eBay, Tmall, JD, and Mercado Libre.
Forward-Looking Statements
This press release and corresponding presentation contain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding the Company’s future performance, growth, opportunities, profitability, cash flows, offerings, momentum, growth of new and existing brand partners, expectations regarding our share repurchase program, growth of our non-Amazon and international business, strategies, market position, macro environment, geopolitical conflict, impacts of trade policies, potential supply chain disruptions, price increases, market trends, consumer spending, sentiment and practices, and our ability to navigate the same; financial guidance regarding revenues, revenue growth, adjusted EBITDA, adjusted EBITDA growth, and other financial items; and statements involving timing, beliefs or assumptions underlying any of the foregoing. You should not place any undue reliance on any forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date hereof.
Forward-looking statements are inherently difficult to predict. Actual results could differ materially for a number of reasons, including but not limited to those related to the Company’s relatively limited history operating as a public company which makes it difficult to evaluate the Company’s business and prospects, the market for the Company’s product or service offerings developing slower or differently than expected; any difficulties we may experience with brand partners, marketplaces, sourcing of products, accessing and utilizing marketplace data, responding to technological advancement, attracting/retaining key employees, forecasting consumer demand and practices, maintaining customer satisfaction, optimizing operations, driving traffic to our products; any difficulties with our infrastructure, fulfillment partners, supply chain, payment processors, data storage, data processing, shipping, insurance, competition, macroeconomic factors, consumer discretionary spending, tariffs or trade policies, global or political conflict, inflation rates, exchange rates, or any inability to sustain profitable growth. Other risks and uncertainties include, among others, any problems with product or tool integration, protection of our intellectual property, cyber-attacks or data breaches affecting us, adverse tax, compliance, regulatory or legal developments, lawsuits or claims, and other risks and uncertainties that are detailed under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange



Commission ("SEC") on March 6, 2026, our quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 2026, and in our subsequent filings with the SEC.

Media Contact:
Tom Cook
Global Communications
press@pattern.com

Investor Contact:
Christine DiSanto (Greany)
The Blueshirt Group
investors@pattern.com




Pattern Group Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2025202620252026
Revenues$639,655 $885,847 $1,778,211 $2,536,347 
Operating expenses:
Cost of goods sold356,132 499,165 1,002,065 1,425,069 
Operations, general and administrative177,936 168,847 381,704 479,668 
Sales and marketing141,182 165,320 358,402 479,847 
Research and development24,584 15,027 36,682 39,168 
Total operating expenses699,834 848,359 1,778,853 2,423,752 
Operating income (loss)(60,179)37,488 (642)112,595 
Stock amendment expense(32,676)— (32,676)— 
Interest income, net1,855 2,182 5,060 6,635 
Other income (expense), net(291)303 (420)(176)
Income (loss) before income taxes(91,291)39,973 (28,678)119,054 
Provision (benefit) for income taxes(32,232)7,901 (16,202)30,270 
Net income (loss)$(59,059)$32,072 $(12,476)$88,784 
Adjustments to net income attributable to common stockholders163,931 — 172,853 — 
Net income (loss) attributable to common stockholders$(222,990)$32,072 $(185,329)$88,784 
Net earnings (loss) per share attributable to common stockholders:
Basic$(2.19)$0.18 $(1.96)$0.50 
Diluted$(2.19)$0.18 $(1.96)$0.49 
Weighted-average common shares outstanding:
Basic101,747 177,185 94,350 176,984 
Diluted101,747 182,430 94,350 181,028 



Pattern Group Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended September 30,
20252026
Cash flows from operating activities:
Net income (loss)$(12,476)$88,784 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization12,547 17,493 
Stock-based compensation84,700 31,238 
Stock amendment expense32,676 — 
Deferred income taxes(15,958)9,792 
Other1,751 40 
Changes in operating assets and liabilities:
Accounts receivable, net of allowance787 (10,834)
Inventory(4,789)(73,445)
Prepaid expenses and other current assets(18,814)8,743 
Other non-current assets(1,121)(107)
Operating leases, net167 544 
Accounts payable6,168 48,941 
Accrued expenses11,342 10,095 
Other liabilities(6,067)2,379 
Net cash provided by operating activities90,913 133,663 
Cash flows from investing activities:
Purchases of property and equipment(15,200)(30,985)
Other8 1 
Net cash used in investing activities(15,192)(30,984)
Cash flows from financing activities:
Proceeds from sale of common stock, net of issuance costs135,029 — 
Payment of taxes withheld upon vesting of restricted stock(73,116)(19,628)
Repurchases of common stock— (22,089)
Proceeds from employee stock purchase plan— 1,256 
Other(319)— 
Net cash provided by (used in) financing activities61,594 (40,461)
Effect of exchange rates on cash and cash equivalents(127)425 
Net change in cash and cash equivalents137,188 62,643 
Cash and cash equivalents at beginning of the period175,615 289,049 
Cash and cash equivalents at end of the period$312,803 $351,692 



Pattern Group Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
December 31, 2025September 30,
2026
Assets
Current Assets:
Cash and cash equivalents$289,049 $351,692 
Accounts receivable, net of allowance177,214 188,049 
Inventory294,737 367,588 
Prepaid expenses and other current assets31,575 23,061 
Total current assets792,575 930,390 
Property and equipment, net41,087 58,373 
Intangible assets, net16,694 12,424 
Goodwill37,769 37,841 
Operating lease right-of-use assets28,164 54,196 
Other non-current assets31,350 21,555 
Total assets$947,639 $1,114,779 
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable$274,977 $323,691 
Accrued expenses53,818 63,913 
Operating lease liabilities, current8,826 10,203 
Other current liabilities921 3,409 
Total current liabilities338,542 401,216 
Operating lease liabilities, non-current22,009 47,208 
Other non-current liabilities6,093 5,874 
Total liabilities366,644 454,298 
Stockholders' equity:
Series A Common stock, $0.001 par value: 2,200,000 and 2,200,000 shares authorized, respectively; 154,691 and 155,137 shares issued and outstanding, respectively
155 155 
Series B Common stock, $0.001 par value: 100,000 and 100,000 shares authorized, respectively; 21,703 and 21,703 shares issued and outstanding, respectively
22 22 
Additional paid-in capital551,648 542,425 
Accumulated other comprehensive income448 373 
Retained earnings28,722 117,506 
Total stockholders' equity580,995 660,481 
Total liabilities and stockholders' equity$947,639 $1,114,779 



Supplemental Operational Data
We measure our business using both financial and operating metrics to assess the near-term and long-term performance of our overall business, including identifying trends, formulating financial projections, making strategic decisions, assessing operational efficiencies and monitoring our business.
Existing brand partners are brand partners that have been with Pattern for more than twelve months since Pattern first generated over $1,000 in revenue attributable to such brand partner. New brand partners are all other brand partners that are not existing brand partners.
NRR is an important metric to measure the long-term performance of our brand partner relationships. In any given period, we calculate NRR by comparing total revenue attributable to all existing brand partners in the current trailing 12-month period to that of the previous trailing 12-month period. This metric, expressed as a percentage, provides valuable insight into the accelerated growth delivered through our platform, the effectiveness of our brand expansion strategies and our ability to deepen relationships with existing brand partners. For the purpose of our NRR calculation, we only include brand partners that, as of the measurement date, are existing brand partners. Additionally, for those existing brand partners that, as of the measurement date, have been with Pattern for more than twelve full months but less than 24 full months since we first generated over $1,000 in revenue attributable to such brand partner, we only include current period revenue for the corresponding months in the current period for which the brand partner had attributable revenue in the previous period. Current period revenue includes the impact of any expansion, contraction and attrition. NRR excludes revenue attributable to new brand partners during the current period and all revenue attributable to services relating to consulting and design.
Non-GAAP Financial Measures
We are providing certain non-GAAP financial measures in this release and related earnings conference call, including Adjusted EBITDA and free cash flow. We use these non-GAAP measures internally in analyzing our financial results and we believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance in the same manner as our management and board of directors. We have provided reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures in this earnings release. These non-GAAP financial measures should be used in addition to and in conjunction with the results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.
We calculate forward-looking non-GAAP financial measures, such as Adjusted EBITDA, based on internal forecasts that omit certain amounts that would be included in forward-looking GAAP financial measures. We do not attempt to provide a reconciliation of forward-looking non-GAAP financial measures to forward-looking GAAP financial measures because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Further, we believe that such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.
We calculate Adjusted EBITDA as net income (loss) excluding depreciation and amortization; interest income, net; provision (benefit) for income taxes; share-based compensation expense and related taxes; the stock amendment expense; indirect initial public offering and secondary offering costs; and other items that we do not consider representative of our underlying operations. We believe it is useful to exclude charges, such as depreciation and amortization and share-based compensation expense from our Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude interest income, net; provision (benefit) for income taxes; and other items that are not components of our core business operations. Non-GAAP financial measures such as Adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss) or any other measure of financial performance calculated and prescribed in accordance with GAAP. In addition, Adjusted EBITDA may not be comparable to similarly titled measures in other organizations because other organizations may not calculate Adjusted EBITDA in the same manner as we do, thus limiting its usefulness as a comparative measure.



Free cash flow is a non-GAAP financial measure that is calculated as net cash provided by operating activities reduced by purchases of property and equipment. We believe free cash flow is a useful measure to evaluate the cash impact of the operations of the business including purchases of property and equipment which are a necessary component of our ongoing operations.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
The following table provides a reconciliation of net income to Adjusted EBITDA:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)
2025202620252026
Net income (loss)$(59,059)$32,072 $(12,476)$88,784 
Add (deduct):
Depreciation and amortization4,262 6,261 12,547 17,493 
Interest income, net(1,855)(2,182)(5,060)(6,635)
Provision (benefit) for income taxes(32,232)7,901 (16,202)30,270 
Other:
Share-based compensation and related taxes(1)
91,708 13,382 91,708 34,213 
Stock amendment expense(2)
32,676 — 32,676 — 
Indirect initial public offering and secondary offering costs(3)
5,235 — 6,477 856 
Other319 3 319 3 
Adjusted EBITDA$41,054 $57,437 $109,989 $164,984 
_________________
(1)Share-based compensation and related taxes include compensation expense for both stock and cash settled restricted stock units and the related employer taxes.
(2)Stock amendment expense represents a non-cash expense associated with the filing and effectiveness of our amended and restated certificate of incorporation in August 2025, which modified the terms of the Founder Voting and Non-Voting Preferred Stock (“the Founder Preferred Stock”). The amendment to the conversion terms represented a non-pro rata distribution to the holders of the Founder Preferred Stock. As a result, the Company recognized a non-cash expense for the incremental fair value conveyed through the amended terms. This expense was specific to the amendment of the Founder Preferred Stock and is not expected to recur in future periods.
(3)Secondary offering costs relate to fees and expenses incurred in conjunction with an underwritten secondary public offering by a certain stockholder of the Company. Pursuant to the Amended and Restated Investors’ Rights Agreement, dated as of September 28, 2021, by and among the Company and the investors listed therein, we are obligated to bear the registration expenses associated with such offering. We did not receive any proceeds from the sale of shares by the selling stockholder.
The following table provides a reconciliation of net cash provided by operating activities to free cash flow:
Trailing Twelve Months Ended
September 30,
(in thousands)20252026
Net cash provided by operating activities$92,373 $142,156 
Purchases of property and equipment(21,598)(36,267)
Free cash flow$70,775 $105,889 


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