NEWS BRIEF: A Major Shareholder Plans to Sell 8 Million Common Shares of Pattern Stock in a Pattern Secondary Public Offering

The stock sale gives a major Pattern shareholder a path to liquidity, but Pattern itself is not raising money through the transaction.

16 June 2026 — LEHI, Utah — Pattern Group (NASDAQ:PTRN) yesterday filed an S-1 registration statement with the U.S. Securities and Exchange Commission for an 8 million-share public offering of its Series A common stock.

But as noted in the company's news release (and its Form S-1 filed with the SEC), this is not a capital raise for Pattern; rather, the Lehi-based eCommerce acceleration company is not selling shares in the offering and will not receive a dime from the sale.

Instead, the shares are being offered by a selling stockholder, namely entities affiliated with KL Pattern Holdings, one of Pattern’s larger shareholders.

Based upon Pattern’s June 12 closing price of $20.96 per share, the base offering would represent roughly $167.7 million of stock before

✅  Final pricing,

✅  Underwriting discounts,

✅  Commissions,

✅  Expenses, and

✅  Any actual market movement.

The underwriters, led by J.P. Morgan and Goldman Sachs, also have an option to purchase up to additional 1.2 million shares from the selling stockholder, which would lift the total possible sale to 9.2 million shares.

Again, Pattern does not get any of the money from the stock sale

According to the filing, these KL Pattern Holdings entities own nearly 28.2 million shares of Pattern’s Series A common stock today, an amount equal to ~18.2% of Pattern’s Series A shares.

If the base offering is completed, that position would fall to roughly 20.18 million shares, or ~13.0%.

Additionally, if the underwriters exercise their full option to sell additional shares currently held by KL Pattern Holdings, their ownership stake would drop to just under 19 million shares, or ~12.2%.

To be clear, Pattern’s Series A shares outstanding before and after the offering will remain unchanged at nearly 155 million shares.

In plain English:

This is a shareholder liquidity event, not a Pattern funding event.

As readers may recall, Pattern went public last year via an Initial Public Offering (IPO), and its Series A common shares are now now traded on the Nasdaq Global Select Market under the ticker symbol PTRN.

Additionally, Pattern has fairly large group of pre-IPO shareholders, and now, one of those holders is seeking to sell part of its position.

This is both normal yet also worth noting.

Why? Because when any public company files for a public offering (Utah-based or not), the first assumption is often that the company is raising money.

In this case, it's not. And that's the news.

Publisher's Note

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