Pattern Group (PTRN) director exits for personal reasons as Board size reduced

Rhea-AI Filing Summary

Pattern Group Inc. reported that director Daniel Gay has resigned from the Board, including all committee roles, effective March 16, 2026. Mr. Gay initially informed the company on March 12, 2026 that he would not stand for reelection at the upcoming annual shareholder meeting, then chose to step down earlier.

The company states that his resignation is for personal reasons and not due to any disagreement regarding operations, policies, or practices. Following his departure, the Board reduced its authorized size from seven to six directors under its amended and restated bylaws and appointed John Bailey to the Board’s Audit Committee.

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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): March 16, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Daniel Gay notified Pattern Group Inc. (the “Company”) on March 12, 2026 of his intent not to stand for reelection at the Company’s upcoming annual shareholder meeting. Following discussion between Mr. Gay and the Company, Mr. Gay subsequently notified the Company on March 16, 2026 of his resignation as a director of the Company, including all committee positions on which he serves, effective immediately. Mr. Gay’s resignation was for personal reasons and was not the result of any disagreements with the Company on any of the Company’s operations, policies or practices. Mr. Gay was a participant in the Company’s first fundraise in 2020 and the Company thanks him for his leadership and service to the Company.

As a result of Mr. Gay’s resignation, the Board of Directors (the “Board”) of the Company (i) reduced the authorized number of directors of the Board from seven (7) to six (6) directors in accordance with the Company’s amended and restated bylaws, and (ii) appointed John Bailey to serve as a member of the Audit Committee of the Board.

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: March 18, 2026
			Pattern Group Inc.
			By:			/s/ Ben Craven
			Name:			Ben Craven
			Title:			General Counsel

FAQ

Why did Daniel Gay resign from Pattern Group Inc. (PTRN)’s Board?

Daniel Gay resigned from Pattern Group’s Board, including all committee roles, for personal reasons. The company states his decision was not due to any disagreement about its operations, policies, or practices, indicating no disclosed dispute behind this governance change.

When did Daniel Gay’s resignation from Pattern Group Inc. (PTRN) become effective?

Daniel Gay’s resignation became effective immediately on March 16, 2026. He had previously notified Pattern Group on March 12, 2026 of his intent not to stand for reelection, then decided to accelerate his departure before the upcoming annual shareholder meeting.

How did Pattern Group Inc. (PTRN)’s Board composition change after the resignation?

After Daniel Gay’s resignation, Pattern Group’s Board reduced its authorized number of directors from seven to six. This adjustment was made in accordance with the company’s amended and restated bylaws, aligning the Board size with the new number of seated directors.

Who joined the Audit Committee of Pattern Group Inc. (PTRN) after the Board change?

Following the Board change, Pattern Group appointed John Bailey to serve as a member of the Audit Committee. This appointment fills the committee responsibilities previously covered by Daniel Gay, helping maintain oversight of the company’s financial reporting and related controls.

Did Pattern Group Inc. (PTRN) report any disagreements related to Daniel Gay’s departure?

Pattern Group reports that Daniel Gay’s resignation was not the result of any disagreement with the company. Specifically, it notes no disagreements regarding the company’s operations, policies, or practices, framing the departure as a personal decision rather than a governance conflict.

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