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Pattern Group (PTRN) director awarded 11,356 RSUs in stock grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bailey John P. reported acquisition or exercise transactions in this Form 4 filing.

Pattern Group Inc. director John P. Bailey reported an equity award and his indirect holdings of Series A common stock. On May 15, 2026, he received 11,356 restricted stock units (RSUs) that were granted at $0.00 per share.

The RSUs fully vest on the earlier of May 15, 2027 or the date of Pattern Group’s 2027 annual stockholders’ meeting, subject to his continued service. Each RSU represents a contingent right to receive one share of Series A common stock.

The filing also notes that 28,176,542 shares of Series A common stock are held indirectly through KL Pattern Holdings LP and KLC Fund I LP, entities managed through a structure ultimately controlled by Bailey, who may be deemed to share voting and dispositive power but disclaims beneficial ownership except for his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Bailey John P.
Role null
Type Security Shares Price Value
Grant/Award Series A Common Stock 11,356 $0.00 --
holding Series A Common Stock -- -- --
Holdings After Transaction: Series A Common Stock — 11,356 shares (Direct, null); Series A Common Stock — 28,176,542 shares (Indirect, See footnote)
Footnotes (1)
  1. These shares represent restricted stock units (RSUs) granted on May 15, 2026, which fully vest on the earlier of (i) May 15, 2027, or (ii) the date of the issuer's 2027 Annual Meeting of Stockholders, subject to the continued service of the reporting person to the issuer through the applicable vesting date. Each RSU represents a contingent right to receive one share of Series A common stock. The reported securities are held directly by KL Pattern Holdings LP (the "KL Shareholder") and KLC Fund I LP ("KLC Fund I"). The management of the KL Shareholder and the management of KLC Fund I are controlled by KLC Fund I GP LP ("KLC Fund GP"). KLC Fund I UGP LLC ("KLC Fund UGP") is the general partner of KLC Fund 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 and KLC Fund I but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
RSU grant size 11,356 RSUs Restricted stock units granted to director on May 15, 2026
Grant price $0.00 per share RSU grant price for Series A common stock
Vest date latest May 15, 2027 RSUs vest on earlier of this date or 2027 annual meeting
Indirect holdings 28,176,542 shares Series A shares held via KL Pattern Holdings LP and KLC Fund I LP
Direct shares after grant 11,356 shares Total Series A shares directly held by Bailey after the RSU award
restricted stock units (RSUs) financial
"These shares represent restricted stock units (RSUs) granted on May 15, 2026"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
voting and dispositive power financial
"Bailey may be deemed to have voting and dispositive power with respect to the shares"
disclaims beneficial ownership financial
"but disclaims beneficial ownership except to the extent of his pecuniary interest"
pecuniary interest financial
"disclaims beneficial ownership except to the extent of his pecuniary interest therein"
general partner financial
"KLC Fund I UGP LLC is the general partner of KLC Fund GP"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Bailey John P.
(Last)(First)(Middle)
1441 WEST INNOVATION WAY SUITE 500
(Street)
LEHI UTAH 84043
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Series A Common Stock05/15/2026A11,356(1)A$011,356D
Series A Common Stock28,176,542ISee footnote(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares represent restricted stock units (RSUs) granted on May 15, 2026, which fully vest on the earlier of (i) May 15, 2027, or (ii) the date of the issuer's 2027 Annual Meeting of Stockholders, subject to the continued service of the reporting person to the issuer through the applicable vesting date. Each RSU represents a contingent right to receive one share of Series A common stock.
2. The reported securities are held directly by KL Pattern Holdings LP (the "KL Shareholder") and KLC Fund I LP ("KLC Fund I"). The management of the KL Shareholder and the management of KLC Fund I are controlled by KLC Fund I GP LP ("KLC Fund GP"). KLC Fund I UGP LLC ("KLC Fund UGP") is the general partner of KLC Fund 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 and KLC Fund I but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Remarks:
/s/ Allison Fletcher, Attorney-in-Fact05/19/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Pattern Group (PTRN) report for John P. Bailey?

Pattern Group reported that director John P. Bailey received an equity award of 11,356 restricted stock units. These RSUs were granted at $0.00 per share and represent a common, compensation-related stock grant rather than an open-market purchase or sale.

How many Pattern Group (PTRN) RSUs were granted to John P. Bailey and when do they vest?

Bailey was granted 11,356 restricted stock units on May 15, 2026. They vest in full on the earlier of May 15, 2027, or the date of Pattern Group’s 2027 annual stockholders’ meeting, contingent on his continued service to the company.

What does each RSU granted to John P. Bailey by Pattern Group (PTRN) represent?

Each RSU granted to Bailey represents a contingent right to receive one share of Pattern Group’s Series A common stock. The units convert into shares only upon vesting, assuming Bailey continues serving the company through the applicable vesting date.

What indirect Pattern Group (PTRN) holdings are associated with John P. Bailey?

The filing shows 28,176,542 shares of Series A common stock held indirectly by KL Pattern Holdings LP and KLC Fund I LP. Management of these entities ultimately involves Bailey, who may share voting and dispositive power but disclaims beneficial ownership beyond his pecuniary interest.

Is John P. Bailey’s Pattern Group (PTRN) Form 4 transaction an open-market trade?

No. The Form 4 describes a grant of 11,356 restricted stock units at $0.00 per share, which is a compensation-related award. It does not report any open-market purchases or sales of Pattern Group common stock by Bailey.