Document

This free writing prospectus relates to the initial public offering of Series A common stock of Pattern Group Inc. (“Pattern”). On September 18, 2025, Pattern filed Amendment No. 4 to the Registration Statement on Form S-1 (“Amendment No. 4”) (File No. 333-289810) with the Securities and Exchange Commission (the “SEC”). Amendment No. 4 and a copy of the most recent preliminary prospectus (the “Updated Preliminary Prospectus”) relating to this offering may be accessed through the following link:

The Updated Preliminary Prospectus reflects certain updates to (i) the Summary Consolidated Financial and Other Data section, (ii) the Capitalization section and (iii) the Dilution section, together with certain conforming changes from those updates. The updates primarily reflect the pro forma effect of the accounting treatment of certain previously disclosed events in connection with the initial public offering. Specifically, (i) the estimated expected one-time other expense charge associated with the third quarter 2025 modification of the terms of the Founder Voting Preferred Stock and Founder Non-Voting Preferred Stock (as previously disclosed under “Capitalization—Founder Preferred Stock Adjustments”) and (ii) the estimated expected one-time deemed dividend associated with the Series B Preferred Stock Conversion occurring in connection with the initial public offering (as previously disclosed under “Capitalization—Series B Preferred Stock Conversion”). The updates also include a change to the pro forma balance sheet and Dilution table to give effect to the cumulative tax benefit related to the share-based compensation expense of RSUs for which Pattern expects the liquidity event condition to be satisfied in connection with the initial public offering, as well as other conforming changes to reflect the foregoing updates.

Pattern has filed a registration statement (including a preliminary prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus in the registration statement and other documents Pattern has filed with the SEC for more complete information about Pattern and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Pattern, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting any of the following sources: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

The following tables summarize our historical consolidated financial and other data for the periods and dates indicated. We derived the summary historical consolidated statements of operations and comprehensive loss data for the years ended December 31, 2022, 2023 and 2024 from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the six months ended June 30, 2024 and 2025 and the summary consolidated balance sheet data as of June 30, 2025 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements included elsewhere in this prospectus, and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of such data. Our results for any interim period are not necessarily indicative of the results that may be expected for any other future period. Our historical results are not necessarily indicative of the results that may be expected in the future.

You should read the following summary consolidated financial and other data below in conjunction with the sections titled “Risk Factors,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace, and are qualified in their entirety by, the consolidated financial statements and related notes.


	Year Ended December 31,						Six Months Ended June 30,
(in thousands, except per share data)	2022		2023		2024		2024		2025
Consolidated Statement of Operations Data:
Revenues	$	990,535	$	1,366,417	$	1,796,161	$	841,301	$	1,138,556
Operating expenses:
Cost of goods sold	561,620		765,203		1,014,812		470,886		645,933
Operations, general and administrative	226,662		276,272		338,508		157,544		203,768
Sales and marketing	187,299		257,513		337,672		157,838		217,220
Research and development	10,833		14,644		17,987		8,629		12,098
Total operating expenses	986,414		1,313,632		1,708,979		794,897		1,079,019
Operating income	4,121		52,785		87,182		46,404		59,537
Interest income	—		2,882		6,164		2,863		3,297
Interest expense	(502)		(33)		(98)		(47)		(92)
Other income (expense), net	(5,310)		707		(2,013)		(1,597)		(129)
Income (loss) before income taxes	(1,691)		56,341		91,235		47,623		62,613
Provision for income taxes	1,284		15,077		23,379		12,166		16,030
Net (loss) income	$	(2,975)	$	41,264	$	67,856	$	35,457	$	46,583
Income allocable to participating Series A Preferred Stock	—		3,441		7,373		3,919		5,578
Series B Preferred Stock dividend - undeclared	17,992		17,992		17,992		8,948		8,922
Net (loss) income attributable to common and preferred stockholders	$	(20,967)	$	19,831	$	42,491	$	22,590	$	32,083
Net earnings (loss) per share attributable to common and preferred stockholders, basic and diluted(1)	$	(0.23)	$	0.22	$	0.47	$	0.25	$	0.35
Weighted average common and preferred shares used in computing net earnings (loss) per share attributable to common and preferred stockholders, basic and diluted(1)	90,644		90,767		90,769		90,773		90,591
Pro forma net earnings (loss) per share attributable to Series A and Series B common stockholders, basic (unaudited)(2)					$	(1.23)			$	0.17
Pro forma net earnings (loss) per share attributable to Series A and Series B common stockholders, diluted (unaudited)(2)					$	(1.23)			$	0.16


	Year Ended December 31,			Six Months Ended June 30,
(in thousands, except per share data)	2022	2023	2024	2024	2025
Pro forma weighted average common shares used in computing pro forma net earnings (loss) per share attributable to Series A and Series B common stockholders, basic (unaudited)(2)			171,111		171,111
Pro forma weighted average common shares used in computing pro forma net earnings (loss) per share attributable to Series A and Series B common stockholders, diluted (unaudited)(2)			171,111		177,657

(2)The pro forma net earnings used to calculate pro forma net earnings per share reflects the cumulative stock-based compensation expense related to RSUs for which the service-based condition was satisfied as of year ended December 31, 2024 and the six months ended June 30, 2025 and liquidity event vesting conditions will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part. The pro forma weighted-average shares used in computing pro forma net earnings per share for the year ended December 31, 2024 and six months ended June 30, 2025 assumes (i) the RSU Net Settlement and (ii) the Convertible Preferred Stock Conversion as if the conversion occurred on January 1, 2024 and January 1, 2025, respectively. For the purposes of the pro forma calculation, we assumed the liquidity event vesting conditions occurred as of January 1, 2024 and January 1, 2025, respectively. The following table sets forth the computation of unaudited pro forma net income (loss) per share attributable to Series A and Series B common stockholders, basic and diluted, for the periods presented. Pro forma net income (loss) per share attributable to Series A and Series B common stockholders, basic and diluted, for the year ended December 31, 2024 and the six months ended June 30, 2025, gives effect to the pro forma adjustments, as if each had occurred as of the beginning of the period.


	Year Ended December 31,		Six Months Ended June 30,
(in thousands, except per share data)	2024		2025

















Numerator:
Net income attributable to common and preferred stockholders	$	42,491	$	32,083
Pro forma adjustment to reverse the Series B Preferred Stock dividend - undeclared	17,992		8,922
Pro forma adjustment to reverse the income allocable to participating Series A Preferred Stock	7,373		5,578
Pro forma adjustment to record deemed dividend for conversion of Series B Preferred Stock(1)	(231,280)		—
Pro forma adjustment to record other expense related to Founder Preferred Stock Reclassifications(2)	(32,600)		—
Pro forma adjustment to record stock-based compensation expense related to RSUs for which the liquidity event condition is expected to be satisfied in connection with this offering	(51,112)		(21,626)
Pro forma adjustment to record tax benefit from recognition of stock-based compensation expense related to the settlement of vested RSUs for which the liquidity event condition is expected to be satisfied in connection with this offering	35,839		4,093
Pro forma net income (loss) attributable to Series A and Series B common stockholders - basic and diluted	$	(211,297)	$	29,050



Denominator:

Pro forma adjustment to reflect the Common Stock Reclassification	3,799		3,799
Pro forma adjustment to reflect the Series A Preferred Stock Conversion	15,750		15,750
Pro forma adjustment to reflect the Series B Preferred Stock Conversion	32,129		32,129
Pro forma adjustment to reflect the settlement of vested RSUs as of the date of this prospectus	13,598		13,598
Pro forma adjustment to reflect the Founder Preferred Stock Reclassifications	105,835		105,835
Pro forma weighted average common shares used in computing pro forma net earnings (loss) per share attributable to Series A and Series B common stockholders, basic(3)	171,111		171,111
Pro forma effect of dilutive securities (RSUs):	—		6,546
Pro forma weighted average common shares used in computing pro forma net earnings (loss) per share attributable to Series A and Series B common stockholders, diluted(4)	171,111		177,657
Pro forma net earnings (loss) per share attributable to Series A and Series B common stockholders
Basic	$	(1.23)	$	0.17
Diluted	$	(1.23)	$	0.16

(2)The pro forma adjustment gives effect to the filing and effectiveness of our amended and restated certificate of incorporation filing in August 2025 which modified the terms of the Founder Voting and Non-Voting Preferred Stock as described in the section “Capitalization—Founder Preferred Stock Adjustments.” The pro forma adjustment represents management’s current estimate, which is subject to completion of our final valuation procedures.

(1)The pro forma column above gives effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware and the adoption of our amended and restated bylaws, which will occur immediately prior to the completion of this offering; (ii) the Reclassifications, (iii) the Convertible Preferred Stock Conversion; (iv) the RSU Net Settlement; (v) the increase in other accrued liabilities and an equivalent decrease in additional paid-in capital in connection with tax withholding and remittance obligations related to the RSU Net Settlement; (vi) $72.7 million of cumulative share-based compensation expense related to the RSUs for which the service-based condition was satisfied as of June 30, 2025 (adjusted for forfeitures through the date of this prospectus), and for which the liquidity event condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part and (vii) $39.9 million of cumulative tax benefit related to RSUs for which the service-based condition was satisfied as of June 30, 2025 (adjusted for forfeitures through the date of this prospectus) and for which we expect the liquidity event condition to be satisfied in connection with this offering.

(2)The pro forma as adjusted column above gives further effect to (i) the pro forma adjustments set forth above and (ii) the sale by us of 10,714,286 shares of Series A common stock in this offering at an assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting fees and commissions and estimated offering expenses payable by us. This pro forma as adjusted information is illustrative only and will depend on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity by $10,105,868, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase or decrease of 1.0 million in the number of shares we are offering would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and stockholders’ equity by $13,131,533, assuming no change in the assumed initial public offering price per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

In addition to the measures presented in our consolidated financial statements, we use the following key business metric and non-GAAP measure. The following table presents our non-GAAP financial measure, along with the most directly comparable GAAP measure, for each period presented below. In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA, a non-GAAP financial measure, is useful in evaluating our operational performance. We believe that the key business metric and non-GAAP financial measure, together with GAAP financial measures, such as revenue and net (loss) income, are useful to assess near-term and

We believe the non-GAAP financial measure presented here is useful to investors in assessing the operating performance of our business without the effect of non-cash items and other items as detailed below and elsewhere in this prospectus. The non-GAAP financial measure should not be considered in isolation or as alternatives to net (loss) income or any other measure of financial performance calculated and prescribed in accordance with GAAP.

•on a pro forma basis, giving effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, (ii) the Reclassifications, (iii) the Convertible Preferred Stock Conversion, (iv) the RSU Net Settlement, (v) the increase in other accrued liabilities and an equivalent decrease in additional paid-in capital in connection with tax withholding and remittance obligations related to the RSU Net Settlement, (vi) $72.7 million of cumulative share-based compensation expense related to the RSUs for which the service-based condition was satisfied as of June 30, 2025 (adjusted for forfeitures through the date of this prospectus) and for which we expect the liquidity event condition to be satisfied in connection with this offering and (vii) $39.9 million of cumulative tax benefit related to RSUs for which the service-based condition was satisfied as of June 30, 2025 (adjusted for forfeitures through the date of this prospectus) and for which we expect the liquidity event condition to be satisfied in connection with this offering; and

•on a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above and (ii) the sale and issuance by us of 10,714,286 shares of our Series A common stock and the sale by the selling stockholders of 10,714,286 shares of our Series A common stock in this offering, based on an assumed initial public offering price of $14.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.


	As of June 30, 2025
(in thousands, except per share data)	Actual		Pro Forma		Pro Forma as Adjusted
Cash and cash equivalents	$	215,253	$	215,253	$	268,847
Convertible preferred stock, $0.001 par value, 28,972 shares authorized, 28,966 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted	$	270,601	—		—
Stockholders’ equity:
Common stock, $0.001 par value; 154,100 shares authorized, 3,799 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted	$	4	—		—
Preferred stock, $0.001 par value, 88,869 shares authorized, 86,792 shares issued and outstanding, actual; 200,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted	86		—		—
Series A common stock, $0.001 par value; no shares authorized, issued and outstanding, actual; 2,200,000 shares authorized, 143,603 shares issued and outstanding, pro forma; and 2,200,000 shares authorized, 154,317 shares issued and outstanding, pro forma as adjusted	—		144		155
Series B common stock, $0.001 par value; no shares authorized, issued and outstanding, actual; 100,000 shares authorized, 21,702 shares issued and outstanding, pro forma; and 100,000 shares authorized, 21,702 shares issued and outstanding, pro forma as adjusted	—		21		21
Additional paid-in capital	2,764		385,380		520,244
Accumulated other comprehensive loss	(1,214)		(1,214)		(1,214)
Retained earnings	153,438		—		—
Total stockholders’ equity:	155,078		384,331		519,206
Total capitalization	$	425,679	$	384,331	$	519,206

Each $1.00 increase or decrease in the assumed initial public offering price of $14.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our cash and restricted cash, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $10.1 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Series A common stock offered by us would increase or decrease, as applicable, our cash and restricted cash, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $13.1 million, assuming the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

•7,497,095 shares of our Series A common stock that are issuable in connection with the settlement of RSUs issued pursuant to our 2019 Plan upon the satisfaction of both a service-based condition and a liquidity event condition outstanding as of the date of this prospectus, for which the service-based condition was not yet satisfied as of the date of this prospectus and for which we expect the liquidity event condition to be satisfied in connection with this offering;

•12,345,407 shares of our Series A common stock reserved for future issuance under our 2025 Plan, which will become effective on the day prior to the effectiveness of the registration statement of which this prospectus forms a part, including 8,742,802 new shares and the number of shares (not to exceed 12,345,407 shares) (i) that remain available for grant of future awards under the 2019 Plan, at the time the 2025 Plan becomes effective, which shares will cease to be available for issuance under the 2019 Plan at such time, and (ii) any shares underlying awards granted under the 2019 Plan that are forfeited, cancelled, held back, reacquired or are otherwise terminated; and

Each of the 2025 Plan and the ESPP provide for annual automatic increases in the number of shares of our Series A common stock reserved thereunder, and the 2025 Plan provides for increases to the number of shares of our Series A common stock that may be granted thereunder based on shares underlying any awards under the 2025 Plan and the 2019 Plan that are forfeited, cancelled or are otherwise terminated, as more fully described in the section titled “Executive Compensation—Employee Benefit and Equity Compensation Plans.”

The Series B Preferred Stock Conversion reflects the automatic conversion of all 13,215,614 shares of our Series B Preferred Stock into shares of Series A common stock immediately prior to the completion of this offering pursuant to the terms of our amended and restated certificate of incorporation as currently in effect. Each share of Series B Preferred Stock converts into a number of shares of Series A common stock determined by dividing the original issue price of such share by the lesser of (a) the original issue price of such share (subject to certain anti-dilution adjustments) and (b) the initial public offering price per share in this offering discounted by 50.0% (the “Series B Preferred Special Conversion Ratio”). Based upon the assumed initial public offering price of $14.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, the outstanding shares of our Series B Preferred Stock would convert into an aggregate of 32,129,234 shares of our Series A common stock. A $1.00 increase in the initial public offering price would decrease the number of shares of Series A common stock issuable upon the conversion of our Series B Preferred Stock by 2,141,949 shares, and a $1.00 decrease in the initial public offering price would increase the number of shares of Series A common stock issuable upon the conversion of our Series B Preferred Stock by 2,471,480 shares. A $2.00 increase in the initial public offering price would decrease the number of shares of Series A common stock issuable upon the conversion of our Series B Preferred Stock by 4,016,154 shares, and a $2.00 decrease in the initial public offering price would increase the number of shares of Series A common stock issuable upon the conversion of our Series B Preferred Stock by 5,354,873 shares. See Note 9—Convertible Preferred Stock, in the section titled “Notes to Consolidated Financial Statements” included elsewhere in this prospectus for additional information regarding our Series B Preferred Stock.

Pursuant to the terms of our amended and restated certificate of incorporation as currently in effect, if, immediately after the application of the Series B Preferred Special Conversion Ratio in connection with this offering, the Founder Preferred Stock ownership percentage would be diluted by more than 3.33%, the number of shares of our existing common stock into which each share of Founder Preferred Stock shall be convertible in connection with the closing of this offering (and the Series A common stock and Series B common stock issuable in the Founder Preferred Stock Reclassifications) shall be increased such that the dilution to the Founder Preferred Stock will be capped at 3.33%; however, no adjustment will be made for any incremental dilution that exceeds 9.00% (the “Founder Preferred Stock Adjustments”). Based upon the assumed initial public offering price of $14.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, the aggregate of 86,792,374 outstanding shares of our Founder Preferred Stock would reclassify into an aggregate of 105,833,883 shares of our Series B common stock and Series A common stock. A $1.00 increase in the initial public offering price would decrease the number of shares of Series B common stock and Series A common stock issuable upon the Founder Preferred Stock Reclassifications by 3,472,735 shares, and a $1.00 decrease in the initial public offering price would increase the number of shares of Series B common stock and Series A common stock issuable upon the Founder Preferred Stock Reclassifications by 3,919,544 shares. A $2.00 increase in the initial public offering price would decrease the number of shares of Series B common stock and Series A common stock issuable upon the

Founder Preferred Stock Reclassifications by 6,511,378 shares, and a $2.00 decrease in the initial public offering price would increase the number of shares of Series B common stock and Series A common stock issuable upon the Founder Preferred Stock Reclassifications by 3,919,544 shares. As a result of the 9.00% limit described above, in no event will the Founder Preferred Stock Adjustments result in the issuance of more than 22,961,053 shares of Series B common stock upon the Founder Preferred Stock Reclassifications. See Note 13—Subsequent Events, in the section titled “Notes to Unaudited Condensed Consolidated Financial Statements” included elsewhere in this prospectus for additional information regarding our Founder Preferred Stock.

If you invest in our Series A common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our Series A common stock and the pro forma as adjusted net tangible book value per share of our Series A common stock immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of Series A common stock in this offering and the pro forma as adjusted net tangible book value per share of Series A common stock immediately after completion of this offering.

Our pro forma net tangible book value as of June 30, 2025 was $349.3 million, or $2.11 per share, based on the total number of shares of our common stock outstanding as of June 30, 2025, after giving effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, (ii) the Reclassifications, (iii) the Convertible Preferred Stock Conversion, (iv) the RSU Net Settlement, (v) the increase in other accrued liabilities and an equivalent decrease in additional paid-in capital in connection with tax withholding and remittance obligations related to the RSU Net Settlement, (vi) $72.7 million of cumulative share-based compensation expense related to the RSUs for which the service-based condition was satisfied as of June 30, 2025 (adjusted for forfeitures through the date of this prospectus) and for which we expect the liquidity event condition to be satisfied in connection with this offering and (vii) $39.9 million of cumulative tax benefit related to RSUs for which the service-based condition was satisfied as of June 30, 2025 (adjusted for forfeitures through the date of this prospectus) and for which we expect the liquidity event condition to be satisfied in connection with this offering.

After giving effect to the sale by us of 10,714,286 shares of our Series A common stock in this offering at an assumed initial public offering price of $14.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2025 would have been $489.2 million, or $2.78 per share. This represents an immediate increase in pro forma net tangible book value of $0.67 per share to our existing stockholders and immediate dilution of $11.22 per share to investors purchasing shares of our Series A common stock in this offering. There is no impact on dilution per share to investors participating in this offering as a result of the sale of shares of Series A common stock by the selling stockholders. The following table illustrates this dilution:


Assumed initial public offering price per share			$	14.00
Historical net tangible book value per share as of June 30, 2025	$	2.36
Decrease per share attributable to the pro forma adjustments described	0.25
Pro forma net tangible book value per share as of June 30, 2025	$	2.11
Increase in pro forma net tangible book value per share attributable to new investors in this offering	0.67
Pro forma as adjusted net tangible book value per share immediately after this offering			$	2.78
Dilution in pro forma net tangible book value per share to new investors in this offering			$	11.22

Each $1.00 increase or decrease in the assumed initial public offering price of $14.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $0.04, and would increase or decrease, as applicable, dilution per share to new investors in this offering by $0.96, assuming that the number of shares of our Series A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and tax withholdings related to the settlement of RSUs. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Series A common stock offered by us would increase or decrease the total consideration paid by new investors and total consideration paid by all stockholders by

The following table presents, on a pro forma as adjusted basis as of June 30, 2025, the differences between the existing stockholders and the new investors purchasing shares of our Series A common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, which includes net proceeds received from the issuance of common stock, and the average price per share paid or to be paid to us at an assumed initial public offering price of $14.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

Each $1.00 increase or decrease in the assumed initial public offering price of $14.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all stockholders by approximately $10.7 million, assuming that the number of shares of Series A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Series A common stock offered by us would increase or decrease the total consideration paid by new investors and total consideration paid by all stockholders by $14.0 million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and tax withholdings related to the settlement of RSUs. In addition, to the extent any outstanding RSUs vest or new awards are granted under our equity compensation plans, new investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares of Series A common stock from the co-founder trusts. Sales by the selling stockholders in this offering will reduce the number of shares held by existing stockholders to 154,591,105, or approximately 87.8% of the total shares of common stock outstanding after completion of this offering, and will increase the number of shares held by investors purchasing shares in this offering to 10,714,286, or approximately 12.2% of the total shares of common stock outstanding after the completion of this offering.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares of Series A common stock. If the underwriters exercise their option to purchase additional shares of Series A common stock from the co-founder trusts in full, our existing stockholders will own 86.0% and our new investors would own 14.0% of the total number of shares of our common stock outstanding upon the completion of this offering.


	As of June 30, 2025
(in thousands)	Actual		Pro Forma(1)		Pro Forma, As Adjusted(2)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	215,253	$	215,253	$	268,847
Working capital(3)	$	340,742	$	259,461	$	394,336
Total assets	$	712,313	$	752,246	$	805,840
Total liabilities	$	286,634	$	367,915	$	286,634
Total convertible preferred stock	$	270,601	—		—
Total stockholders’ equity	$	155,078	$	384,331	$	519,206


	Shares Purchased			Total Consideration				Average Price per Share
	Number	Percent		Amount		Percent
	(in thousands)			(in thousands)
Existing stockholders	165,305	93.9	%	$	273,457	64.6	%	$	1.65
Investors purchasing shares of our Series A common stock in this offering	10,714	6.1	%	$	150,000	35.4	%	$	14.00
Total	176,020	100	%	$	423,457	100	%	$	2.41


	Year Ended December 31,									Six Months Ended June 30,
(in thousands, except percentages)	2022			2023			2024			2024			2025
Net Revenue Retention Rate(1)	107		%	115		%	116		%	113		%	118		%
Net (loss) income	$	(2,975)		$	41,264		$	67,856		$	35,457		$	46,583
Adjusted EBITDA(2)	$	17,727		$	64,723		$	100,698		$	51,907		$	68,935