Pattern Group files S-1 for IPO with 94% Amazon revenue dependency

Sample Group filed its S-1 registration statement for an preliminary public providing on August 22, 2025, based on SEC documentation and analysis from Ken Kubec, Companion at FE Worldwide. The submitting reveals substantial monetary metrics and operational particulars concerning the firm that companions with identify manufacturers to handle their gross sales on Amazon marketplaces.

The corporate generated roughly $1.8 billion in income throughout 2024 and achieved $1.1 billion in income for the primary six months of 2025. Goldman Sachs and JP Morgan function joint e book runners for the providing, offering vital credibility to {the marketplace} administration enterprise mannequin.

Sample Group operates by buying stock from model companions and managing the logistics and itemizing course of on marketplaces. The corporate usually indicators one-year distribution agreements with auto-renewals, making a working capital-intensive enterprise mannequin backed by identify model property. In line with Kubec, “Sample successfully buys stock from their model companions and manages the logistics and itemizing course of on marketplaces.”

Amazon market focus dominates enterprise mannequin

Sample Group’s extraordinary dependence on Amazon emerges because the central threat issue within the S-1 submitting. In line with the SEC doc, “For the 12 months ended December 31, 2024, we derived 94% of our income from client product gross sales on Amazon.” This focus breaks right down to 88% from Amazon’s US market and 6% from worldwide Amazon marketplaces.

The submitting emphasizes Amazon’s market dominance, noting that “Amazon accounted for over 75% of the whole U.S. market retail gross sales in 2024.” Sample operates throughout greater than 60 marketplaces globally, however the income distribution tells a unique story than {the marketplace} depend suggests.

“Amazon accounted for 94% of Sample Group income in 2024 between the US Market (88% of whole income) and Worldwide Marketplaces (6% of whole income),” Kubec famous in his evaluation. “So no matter anybody says relating to 60+ marketplaces, proprietary know-how, and so on…that is an Amazon mutual fund of manufacturers (proper now).”

The S-1 submitting explicitly identifies platform dependency as the first threat issue beneath “Dangers Associated to Our Enterprise.” The doc states: “Our income depends upon sustaining our relationship with Amazon and different marketplaces and our failure to take action, or any restrictions on our capability to supply model companions’ merchandise on Amazon and different marketplaces, may have an opposed impression on our enterprise, monetary situation and outcomes of operations.”

Sample acknowledges the vulnerability this creates, explaining within the submitting that “We rely virtually completely on our relationship with marketplaces for producing income and development. Specifically, we rely on our capability to supply merchandise on Amazon.” The doc continues: “Any opposed change in our relationship with Amazon, together with restrictions on the flexibility to supply merchandise, termination of the connection or disruption of Amazon’s enterprise or operations due to litigation, regulatory or different proceedings, may adversely have an effect on our continued development, monetary situation and outcomes of operations.”

In line with Kubec’s funding perspective, “If I am an investor, I’m shopping for a enterprise with 0 diversification, and my solely ‘associate’ can shut off my enterprise in a single day by closing my account, persistently raises charges and promoting prices yearly, and consistently modifications the phrases of service in methods that may upend the enterprise.”

The submitting reveals that Sample’s model companions invested greater than $140 million in promoting spend by Sample’s platform in 2024, with manufacturers funding these promoting prices relatively than Sample absorbing the expense. This construction permits Sample to take care of margins whereas manufacturers bear the direct promoting bills required for market visibility.

Model associate relationships drive retention metrics

Sample Group targets high-margin rising manufacturers by a selective partnership mannequin that emphasizes long-term relationships over acquisition-based development. The S-1 submitting reveals robust model associate retention metrics, stating: “For the 12 months ended December 31, 2024, roughly 87% of our income was attributable to current model companions, and greater than 48% of our income was attributable to model companions which have been with Sample for greater than 5 years.”

The corporate achieved a Internet Income Retention (NRR) of 116% for 2024 and 118% for the interval ended June 30, 2025, indicating development inside the current model associate base. In line with the submitting, “We goal model companions with a confirmed observe file of promoting extremely rated merchandise, a loyal buyer base, and development potential, assessed by our proprietary scorecard.”

Sample’s model choice course of focuses on operational match and margin necessities. As Kubec famous, “Sample clients are very distinctive. Very excessive margin up and coming manufacturers that have not gone digital but. I say excessive margin manufacturers as a result of between 30% price and amazon margins you give away loads.”

The S-1 submitting describes Sample’s worth proposition to model companions: “Buying our model companions’ merchandise presents a number of benefits, making a mutually helpful partnership that helps development for each Sample and our model companions by offering a low-friction mannequin the place manufacturers merely promote their merchandise to Sample at predetermined costs.”

This distributor mannequin differs essentially from Amazon aggregator methods. As Kubec emphasised, “Sample isn’t shopping for manufacturers. They’re shopping for throughput. Let’s name it what it’s. Sample sells different individuals’s merchandise on Amazon and they’re superb at it.”

The method contrasts with aggregators like Thrasio, the place Kubec served as VP of Acquisitions from November 2018 to Might 2022, serving to scale the corporate to $1 billion in income by 200+ acquisitions earlier than the aggregator mannequin encountered vital challenges.

Amazon receivables expose extra platform dangers

Sample Group’s monetary construction reveals deeper Amazon dependencies past income focus. The S-1 submitting reveals Amazon.com receivables of $54.2 million as of December 31, 2024, in comparison with $34.0 million in 2023, representing a 60% enhance year-over-year.

In line with the submitting’s accounts receivable breakdown: “Amazon.com $54,246” thousand represents the biggest single receivable class, exceeding model associate receivables of $43.3 million. This focus means Sample is determined by Amazon not just for gross sales era but additionally for money movement timing and assortment.

The S-1 submitting acknowledges focus dangers, stating: “The Firm repeatedly evaluations the monetary situation of the net marketplaces to make sure their capability to gather funds from clients and remit these funds to the Firm.” Nonetheless, Amazon’s cost phrases and insurance policies instantly impression Sample’s working capital necessities and money conversion cycle.

This monetary dependency compounds the operational dangers already inherent in Sample’s Amazon-centric mannequin. If Amazon adjusts cost phrases, implements account holds, or modifications remittance procedures, Sample faces instant money movement implications throughout its complete enterprise operations.

The accounts receivable evaluation additionally reveals Sample’s assortment dangers, with the corporate sustaining an allowance for uncertain accounts that elevated from $2.0 million in 2023 to $1.8 million in 2024. Whereas this lower suggests improved collections, absolutely the publicity to Amazon’s cost programs stays substantial.

Amazon ecosystem dangers threaten market sustainability

Sample Group’s IPO submitting coincides with mounting proof of Amazon market challenges for third-party sellers. The timing highlights systemic dangers affecting the broader Amazon ecosystem, the place current marketplace analysis signifies many Amazon sellers report 60-80% gross sales declines year-over-year, whereas Amazon’s promoting income elevated 22% to $15.7 billion in Q2 2025.

This disconnect between vendor struggles and Amazon’s promoting development illustrates the platform’s concentrate on income era from current retailers relatively than increasing vendor profitability. Sample Group’s enterprise mannequin positions the corporate as an middleman that may navigate these challenges by scale and experience, however the basic platform dependency stays.

The timing coincides with growing Amazon market complexity and rising operational prices. Storage charges, return processing prices, promoting necessities, and referral charges create cumulative monetary stress for sellers, significantly these with lower-priced objects or smaller operations.

Aggressive panorama and business validation

Sample Group’s IPO represents the primary main public providing from the Amazon ecosystem, validating {the marketplace} administration mannequin regardless of dependency dangers. The corporate’s capability to draw Goldman Sachs and JP Morgan as underwriters suggests institutional confidence within the enterprise mannequin and market alternative.

Nonetheless, the submitting raises questions on long-term sustainability when a single platform controls enterprise future. Amazon maintains the flexibility to terminate accounts, regulate price buildings, and modify phrases of service with out vendor recourse, creating ongoing operational uncertainty.

{The marketplace} administration sector has advanced as manufacturers search specialised experience to navigate advanced platform necessities. Corporations like Sample Group provide operational scaling, promoting optimization, and logistics administration that many manufacturers can not develop internally.

Trade observers word that whereas Sample Group demonstrates present success, the shortage of platform diversification creates concentrated threat. “Amazon will maintain their $500M charges it doesn’t matter what,” Kubec observed, highlighting that the platform maintains income no matter which corporations facilitate gross sales.

Monetary metrics and development trajectory

Sample Group’s monetary efficiency reveals substantial scale with $1.8 billion in 2024 income and $1.1 billion within the first half of 2025. The corporate’s development trajectory signifies robust market demand for market administration providers amongst rising manufacturers in search of Amazon presence with out inner experience.

The working capital necessities inherent in Sample’s mannequin, the place the corporate purchases stock earlier than resale, create each alternative and threat. Title model asset backing gives some safety, however stock administration and demand forecasting turn out to be important operational elements.

Income focus in Amazon’s US market displays each the platform’s dominance and Sample Group’s strategic concentrate on the biggest, most liquid market. Worldwide market contribution at 6% of whole income signifies restricted geographic diversification inside the Amazon ecosystem.

The corporate’s price construction and operational mannequin should generate enough margins to justify investor returns whereas sustaining aggressive pricing for model companions. Balancing these necessities turns into tougher as Amazon continues adjusting its personal price buildings and promoting prices.

Market timing and funding concerns

The IPO timing happens throughout a interval of elevated scrutiny on market dependency fashions. Earlier Amazon aggregator failures, together with challenges confronted by corporations like Thrasio, spotlight dangers related to platform-dependent enterprise fashions.

Nonetheless, Sample Group’s distributor mannequin differs from aggregator approaches by avoiding model acquisition dangers whereas sustaining operational flexibility. The corporate can regulate model partnerships primarily based on efficiency with out the sunk prices related to everlasting asset possession.

Market situations for IPOs have improved in comparison with earlier years, however buyers more and more concentrate on enterprise mannequin sustainability and threat mitigation. Sample Group should exhibit the way it addresses platform dependency considerations whereas sustaining development momentum.

The submitting’s transparency about Amazon dependency as the first threat issue signifies administration consciousness of investor considerations. How the corporate addresses diversification plans and threat mitigation methods will probably affect IPO reception and subsequent public market efficiency.

Trade implications for market commerce

Sample Group’s public providing indicators institutional recognition of market administration as a official enterprise class. The corporate’s scale and monetary efficiency validate the market alternative for specialised Amazon experience amongst rising manufacturers.

The filing additionally highlights the focus of e-commerce energy inside Amazon’s ecosystem. When a $1.8 billion income firm derives 94% of earnings from a single platform, it demonstrates Amazon’s market dominance and the restricted alternate options out there for manufacturers in search of vital scale.

For the broader advertising and marketing group, Sample Group’s IPO represents each alternative and warning. The corporate’s success signifies robust demand for market experience, however the platform dependency illustrates ongoing dangers in constructing companies round single digital platforms.

The announcement reinforces the significance of platform diversification for companies and types growing e-commerce methods. Whereas Amazon gives substantial attain and conversion potential, Sample Group’s threat disclosures spotlight the hazards of over-reliance on any single market or promoting platform.

Timeline

• November 2018 – Might 2022: Ken Kubec serves as VP of Acquisitions at Thrasio, serving to scale Amazon aggregator to $1B income by 200+ acquisitions
• 2024: Sample Group generates roughly $1.8 billion in income with 94% Amazon dependency
• First half 2025: Sample Group achieves $1.1 billion in income, sustaining robust development trajectory
• July 31, 2025: Amazon reports advertising revenue surge of 22% to $15.7 billion in Q2 2025
• August 2025: Amazon sellers report 60-80% sales declines amid rising platform prices
• August 22, 2025: Sample Group information S-1 registration assertion for IPO with Goldman Sachs and JP Morgan as joint e book runners

PPC Land explains

Amazon Dependency: The overwhelming reliance on Amazon’s market ecosystem for income era and enterprise operations. Sample Group’s 94% income focus on Amazon creates a single level of failure the place platform coverage modifications, account suspensions, or price will increase can instantly impression your entire enterprise mannequin. This dependency extends past income to incorporate money movement administration, stock placement, and model associate relationships, making diversification efforts important for long-term sustainability.

Market Administration: The excellent service mannequin the place specialised corporations like Sample Group deal with all facets of name presence throughout e-commerce platforms. This contains stock buying, logistics coordination, promoting optimization, pricing methods, and customer support administration. The mannequin permits manufacturers to entry market experience with out growing inner capabilities, however creates dependencies on each the administration firm and underlying platforms.

Model Companions: The patron product corporations that type distribution agreements with Sample Group to promote their merchandise by market channels. These partnerships usually contain high-margin manufacturers in search of digital enlargement with out inner e-commerce infrastructure funding. Model companions fund promoting spend whereas Sample handles operational execution, making a revenue-sharing mannequin the place each events profit from elevated market efficiency.

S-1 Submitting: The SEC registration assertion required for preliminary public choices that gives complete disclosure of firm financials, enterprise mannequin, and threat elements. Sample Group’s S-1 submitting reveals detailed operational metrics, Amazon dependency ranges, and investor warnings about platform focus dangers. The doc serves as the first supply for understanding the corporate’s monetary construction and strategic vulnerabilities.

Working Capital: The money required to buy stock from model companions earlier than market gross sales generate income. Sample Group’s mannequin requires substantial working capital funding as a consequence of stock buy obligations and cost timing mismatches. The corporate manages this by contractual protections, demand forecasting, and model associate repurchase agreements for extra stock.

Income Focus: The disproportionate allocation of earnings era throughout enterprise channels or platforms. Sample’s 94% Amazon income focus represents excessive platform dependency that amplifies operational dangers and limits strategic flexibility. This focus contrasts with the corporate’s presence throughout 60+ marketplaces, demonstrating that market depend doesn’t equal income diversification.

Internet Income Retention (NRR): A key efficiency metric measuring income development from current model companions over time, excluding new associate acquisitions. Sample achieved 116% NRR in 2024 and 118% for the primary half of 2025, indicating profitable enlargement inside current relationships. Excessive NRR demonstrates the corporate’s capability to extend model associate spending by improved market efficiency and expanded product protection.

Stock Turnover: The monetary metric measuring how effectively Sample converts stock investments into gross sales income. The corporate achieved a 4.5x stock turnover ratio in 2024, indicating stock offered and changed 4.5 occasions yearly. This metric displays demand forecasting accuracy and dealing capital effectivity, with greater ratios indicating higher stock administration and diminished carrying prices.

Platform Danger: The operational vulnerability created by dependence on third-party platforms that management entry, phrases, and price buildings. Amazon’s dominance in Sample’s enterprise mannequin creates platform threat the place account terminations, coverage modifications, or price will increase can instantly impression income era. The S-1 submitting identifies this as the first threat issue, acknowledging Amazon’s capability to disrupt Sample’s enterprise operations with out recourse.

Goldman Sachs and JP Morgan: The funding banks serving as joint e book runners for Sample Group’s IPO, offering underwriting providers and market credibility. Their involvement indicators institutional confidence within the market administration enterprise mannequin regardless of Amazon dependency dangers. These banks will handle the providing course of, pricing negotiations, and institutional investor outreach, lending vital credibility to Sample’s public market debut.

Abstract

Who: Sample Group, an Amazon market administration firm partnering with identify manufacturers, filed for IPO with Goldman Sachs and JP Morgan as underwriters.

What: S-1 registration submitting revealing $1.8 billion 2024 income with 94% dependency on Amazon market, working as stock distributor for rising manufacturers.

When: Filed August 22, 2025, following $1.1 billion income in first half 2025 and sustained development in market administration sector.

The place: Operates totally on Amazon’s US market (88% of income) and worldwide marketplaces (6% of income) throughout 60+ whole platforms.

Why: Validates market administration enterprise mannequin whereas highlighting platform dependency dangers as Amazon maintains management over account entry, price buildings, and operational phrases with out vendor recourse.