Major Pattern Group (PTRN) shareholder sells 9.2M shares in public offering

Rhea-AI Filing Summary

Pattern Group Inc. insider group led by investment entities associated with KL Pattern Holdings LP reported an open-market style sale of 9,200,000 shares of Series A Common Stock at a price of $18.145 per share, tied to a registered public offering price net of underwriting discounts and commissions. After this transaction, the reporting entities collectively show 18,976,542 shares of Series A Common Stock still held indirectly. According to the footnotes, 17,375,341 shares are held by KL Pattern Holdings LP, 302,256 shares by KLC Fund I LP, and 1,298,945 shares by KL Pattern Co-Invest Partners LP. The fund structure is controlled through KLC Fund I GP LP, KL CIP GP LP, and KLC Fund I UGP LLC, with John Bailey potentially deemed to have voting and dispositive power over these holdings but disclaiming beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Seller: 9,200,000 shares ($166,934,000)

Net Sell 1 txn

Insider KL Pattern Holdings LP, KLC Fund I GP LP, KLC Fund I UGP LLC, Bailey John P.

Role null | null | null | null

Sold 9,200,000 shs ($166.93M)

Type	Security	Shares	Price	Value
Sale	Series A Common Stock	9,200,000	$18.145	$166.93M

Holdings After Transaction: Series A Common Stock — 18,976,542 shares (Indirect, See footnote)

Footnotes (1)

1. The reported price represents the public offering price, less underwriting discounts and commissions, received by KL Pattern Holdings LP (the "KL Shareholder") in connection with a registered offering. 17,375,341 of the reported securities are held directly by the KL Shareholder, 302,256 of the reported securities are held directly by KLC Fund I LP ("KLC Fund I") and, after giving effect to a distribution by the KL Shareholder in connection with the reported sale, 1,298,945 of the reported securities are held directly by KL Pattern Co-Invest Partners LP ("KL Pattern Co-Invest"). The management of the KL Shareholder and the management of KLC Fund I are controlled by KLC Fund I GP LP ("KLC Fund GP"). The management of KL Pattern Co-Invest is controlled by KL CIP GP LP ("KL CIP GP"). KLC Fund I UGP LLC ("KLC Fund UGP") is the general partner of KLC Fund GP and KL CIP GP. The management of KLC Fund UGP is controlled by its managing member, John Bailey. As such, Mr. Bailey may be deemed to have voting and dispositive power with respect to the shares held by the KL Shareholder, (Continued from footnote 2) KLC Fund I and KL Pattern Co-Invest but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Key Figures

Shares sold: 9,200,000 shares Sale price per share: $18.145 per share Shares after transaction: 18,976,542 shares +3 more

6 metrics

Shares sold 9,200,000 shares Series A Common Stock sold on 2026-06-18

Sale price per share $18.145 per share Public offering price less underwriting discounts and commissions

Shares after transaction 18,976,542 shares Series A Common Stock held indirectly after sale

KL Pattern Holdings LP stake 17,375,341 shares Series A Common Stock held directly by KL Pattern Holdings LP

KLC Fund I LP stake 302,256 shares Series A Common Stock held directly by KLC Fund I LP

KL Pattern Co-Invest stake 1,298,945 shares Series A Common Stock held directly by KL Pattern Co-Invest Partners LP

Key Terms

public offering price, underwriting discounts and commissions, registered offering, voting and dispositive power, +2 more

6 terms

public offering price financial

"The reported price represents the public offering price, less underwriting discounts and commissions"

The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.

underwriting discounts and commissions financial

"public offering price, less underwriting discounts and commissions, received by KL Pattern Holdings LP"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

registered offering regulatory

"received by KL Pattern Holdings LP in connection with a registered offering"

A registered offering is the public sale of a company’s stocks or bonds that has been filed with and approved by the securities regulator, accompanied by an official disclosure document (prospectus). It matters to investors because the required disclosures provide a clear, regulator‑approved “brochure” about the deal — helping buyers assess risk, potential dilution of existing shares, and how the company plans to use the proceeds, similar to reading a menu before ordering.

voting and dispositive power financial

"Mr. Bailey may be deemed to have voting and dispositive power with respect to the shares"

beneficial ownership regulatory

"Mr. Bailey may be deemed to have voting and dispositive power ... but disclaims beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"but disclaims beneficial ownership except to the extent of his pecuniary interest therein"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 04:30 PM Accepted by SEC EDGAR 06/23/2026 - 04:30 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KL Pattern Holdings LP

(Last) (First) (Middle)

C/O KNOX LANE LP

655 MONTGOMERY STREET, SUITE 1905

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pattern Group Inc. [ PTRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	06/18/2026		S		9,200,000	D	$18.145(1)	18,976,542	I	See footnote(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

KL Pattern Holdings LP

(Last) (First) (Middle)

C/O KNOX LANE LP

655 MONTGOMERY STREET, SUITE 1905

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KLC Fund I GP LP

(Last) (First) (Middle)

C/O KNOX LANE LP

655 MONTGOMERY STREET, SUITE 1905

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KLC Fund I UGP LLC

(Last) (First) (Middle)

C/O KNOX LANE LP

655 MONTGOMERY STREET, SUITE 1905

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bailey John P.

(Last) (First) (Middle)

C/O KNOX LANE LP

655 MONTGOMERY STREET, SUITE 1905

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported price represents the public offering price, less underwriting discounts and commissions, received by KL Pattern Holdings LP (the "KL Shareholder") in connection with a registered offering.

2. 17,375,341 of the reported securities are held directly by the KL Shareholder, 302,256 of the reported securities are held directly by KLC Fund I LP ("KLC Fund I") and, after giving effect to a distribution by the KL Shareholder in connection with the reported sale, 1,298,945 of the reported securities are held directly by KL Pattern Co-Invest Partners LP ("KL Pattern Co-Invest"). The management of the KL Shareholder and the management of KLC Fund I are controlled by KLC Fund I GP LP ("KLC Fund GP"). The management of KL Pattern Co-Invest is controlled by KL CIP GP LP ("KL CIP GP"). KLC Fund I UGP LLC ("KLC Fund UGP") is the general partner of KLC Fund GP and KL CIP GP. The management of KLC Fund UGP is controlled by its managing member, John Bailey. As such, Mr. Bailey may be deemed to have voting and dispositive power with respect to the shares held by the KL Shareholder,

3. (Continued from footnote 2) KLC Fund I and KL Pattern Co-Invest but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

	KL Pattern Holdings LP, By: KLC Fund I GP LP, its General Partner, By: KLC Fund I UGP LLC, its General Partner, By: /s/ John P. Bailey, Name: John P. Bailey, Title: Managing Member	06/23/2026
	KLC Fund I GP LP, By: KLC Fund I UGP LLC, its General Partner, By: /s/ John P. Bailey, Name: John P. Bailey, Title: Managing Member	06/23/2026
	KLC Fund I UGP LLC, By: /s/ John P. Bailey, Name: John P. Bailey, Title: Managing Member	06/23/2026
	/s/ John P. Bailey	06/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did PTRN report in this Form 4 filing?

Pattern Group Inc. reported that entities associated with KL Pattern Holdings LP sold 9,200,000 Series A Common shares at $18.145 per share, linked to a registered public offering price net of underwriting discounts and commissions.

How many Pattern Group (PTRN) shares do the reporting entities hold after the sale?

After the reported transaction, the entities associated with KL Pattern Holdings LP collectively report holding 18,976,542 shares of Pattern Group’s Series A Common Stock, reflecting their remaining indirect ownership position following the sale.

Who actually holds the PTRN shares reported in this Form 4?

The filing explains that 17,375,341 shares are held by KL Pattern Holdings LP, 302,256 shares by KLC Fund I LP, and 1,298,945 shares by KL Pattern Co-Invest Partners LP, all investment entities related through a common control structure.

What role does John Bailey have in the Pattern Group (PTRN) holdings?

John Bailey controls the managing member of KLC Fund I UGP LLC, which in turn controls the general partners of the investment funds. He may be deemed to have voting and dispositive power but disclaims beneficial ownership beyond his pecuniary interest.

Was the PTRN insider sale part of a registered public offering?

Yes. The footnotes state that the reported price represents the public offering price, less underwriting discounts and commissions, received by KL Pattern Holdings LP in connection with a registered offering of Pattern Group shares.

Is the Pattern Group (PTRN) sale described as an open-market transaction?

The transaction is coded as an open-market or private sale of non-derivative Series A Common Stock, with the reported price tied to the public offering price in a registered offering, net of underwriting discounts and commissions.