PTRN Pattern Group Inc. - 8-K

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.