Insiders at Pattern Group (NASDAQ: PTRN) near IPO lockup end

Rhea-AI Filing Summary

Pattern Group Inc. filed a current report describing the expected expiration of IPO lock-up agreements tied to its Series A common stock. Officers, directors, and major holders agreed not to sell or transfer shares for a restricted period following the IPO, subject to exceptions.

The company plans to release earnings for the fourth quarter and full year ended December 31, 2025 on March 5, 2026 at 3:00 p.m. MT (5:00 p.m. ET). Because the lock-up ends on the earlier of a time tied to that earnings release or 180 days after September 18, 2025, the restricted period is expected to conclude at the opening of trading on March 9, 2026.

Insights

Equity capital markets analyst

IPO lock-up on Pattern’s insiders is expected to end March 9, 2026.

Pattern Group Inc. explains that officers, directors, and key shareholders entered IPO lock-up agreements restricting sales of Series A common stock and related securities. These agreements limit secondary market supply until the defined restricted period ends.

The company plans to release fourth-quarter and full-year 2025 results on March 5, 2026 at 3:00 p.m. MT (5:00 p.m. ET). Under the lock-up terms, this timing makes the opening of trading on March 9, 2026 the expected end of the restricted period.

Once the restricted period ends, eligible holders may sell shares subject to market conditions and applicable regulations. The actual level and pace of any sales will depend on individual holder decisions, which are not detailed in this disclosure.

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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): February 05, 2026

Pattern Group Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42852

83-2556861

(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):

o						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o						Pre-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 class

Trading Symbol(s)

Name of each exchange on which registered

Series A common stock, par value $0.001 per share

PTRN

Nasdaq 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 8.01 Other Events

In connection with the initial public offering (the “IPO”) of Series A common stock of Pattern Group Inc. (the “Company”), each of the Company’s officers, directors, and holders of substantially all of the Company’s Series A common stock and securities exercisable for or convertible into Series A common stock entered into lock-up agreements with the underwriters for the IPO that, subject to certain exceptions, restrict such holder’s ability to sell or transfer their shares or otherwise engage in certain transactions related thereto. Such restrictions terminate on the earlier of (i) the opening of trading on the second trading day immediately following the Company’s release of earnings for the quarter ended December 31, 2025 and (ii) 180 days after September 18, 2025 (the “Restricted Period”).

On February 5, 2026, the Company announced that it will release its earnings results for the fourth quarter and full year ended December 31, 2025 on March 5, 2026 at 3:00 p.m. MT (5:00 p.m. ET). As a result, the Restricted Period is expected to end at the opening of trading on March 9, 2026.

Forward-Looking Statement

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to, statements regarding the Company’s announcement of earnings results, expiration of the lockup period, and timing of any of the foregoing. Forward-looking statements are inherently difficult to predict and involve known and unknown risks and uncertainties. Additional information regarding factors that could materially impact results and the accuracy of the forward-looking statements contained herein can be found in the Company’s most recent filings with the Securities and Exchange Commission. While the Company may elect to update such forward-looking statements in the future, it disclaims any obligation to do so.

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: February 05, 2026
			Pattern Group Inc.
			By:			/s/ Ben Craven
			Name:			Ben Craven
			Title:			General Counsel

FAQ

What does Pattern Group Inc. (PTRN) disclose in this 8-K filing?

The filing explains how IPO lock-up agreements for Pattern Group Inc. insiders and major holders are expected to expire. It links the lock-up end to the company’s upcoming release of fourth-quarter and full-year 2025 earnings, and provides the anticipated date when trading restrictions will lift.

When will Pattern Group Inc. (PTRN) report Q4 and full-year 2025 earnings?

Pattern Group Inc. plans to release its fourth-quarter and full-year 2025 earnings results on March 5, 2026 at 3:00 p.m. MT (5:00 p.m. ET). This timing is central to determining when the IPO lock-up agreements on Series A common stock are expected to expire.

When is the IPO lock-up period for Pattern Group Inc. (PTRN) expected to end?

The restricted lock-up period for Pattern Group Inc. is expected to end at the opening of trading on March 9, 2026. This follows the scheduled March 5, 2026 earnings release and reflects terms that tie lock-up expiration to that release or a 180-day date.

Who is subject to the Pattern Group Inc. (PTRN) IPO lock-up agreements?

The lock-up agreements cover each of Pattern Group Inc.’s officers, directors, and holders of substantially all Series A common stock and securities exercisable for or convertible into Series A common stock. These parties agreed to restrictions on selling, transferring, or engaging in certain transactions involving their shares.

What triggers the expiration of Pattern Group Inc. (PTRN) lock-up restrictions?

The lock-up restrictions end on the earlier of two events: the opening of trading on the second trading day after Pattern Group Inc. releases earnings for the quarter ended December 31, 2025, or 180 days after September 18, 2025, as defined in the agreements.

Which class of shares is affected by Pattern Group Inc. (PTRN) lock-up agreements?

The lock-up agreements relate to Series A common stock of Pattern Group Inc., as well as securities exercisable for or convertible into that Series A common stock. These agreements were executed in connection with the company’s initial public offering of Series A common stock.