Reformation Inc. Listed Primary

What the company does

Reformation is a sustainable womenswear brand founded in 2009 that designs, makes and sells timeless, modern apparel and accessories, primarily through a direct-to-consumer channel. From 2015 to 2025, the company grew net revenue at a 34% CAGR, reaching over half a billion dollars of net revenue and over one million Active Customers. It emphasizes an agile, sustainable supply chain, product and merchandising optimization, and technology-forward shopping experiences.

Use of proceeds

We estimate the net proceeds from the sale of shares by us in this offering will be approximately $125.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to increase our capitalization and financial flexibility and to create a public market for our common stock. We intend to use approximately $117.2 million of the net proceeds for the partial repayment of the term loans under the Credit Agreement and approximately $8.5 million of the net proceeds to purchase shares of common stock and stock options in the Synthetic Secondary.

Underwriters

Extracted from 424B4 0001104659-26-088733, filed Jul 30, 2026 and verified against that filing text.

Key risk factors

• Conflicts of interest with certain underwriters

  “Because affiliates of J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC (the “Conflicted Underwriters”) are lenders under the Credit Agreement and will receive 5% or more of the net proceeds of this offering due to the repayment of the term loans under the Credit Agreement, the Conflicted Underwriters, each of which are underwriters in this offering, are deemed to have “conflicts of interest” under Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc.”

• Reliance on customer loyalty and retention

  “We built Reformation to challenge the conventional fashion model and reimagine how brands interact and engage with consumers.”

• Risk of forward-looking statements

  “Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of such data.”

• Emerging growth company status

  “We are an “emerging growth company” as defined under the U.S. federal securities laws, and, as such, have elected to comply with certain reduced public company reporting requirements for this registration statement and may do so in future filings.”