Reformation raises FY2026 revenue outlook to $610M–$612M
Net cash provided by operating activities was $44.7 million for the 39 weeks ended September 26, 2026, versus $10.4 million for the prior-year period.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Reformation Inc. (REF) reported third-quarter fiscal 2026 net revenue of $173.6 million, up 19.1% year over year, while gross margin expanded 252 basis points to 60.4%. Non-GAAP Adjusted EBITDA increased 64.2% to $23.1 million, and its margin expanded 366 basis points to 13.3%. Net loss was $1.1 million, versus net income of $5.0 million a year earlier; the company reported a 165.9% effective tax rate.
Active Customers, measured over the last rolling 12 months, increased 23.4% to 1.25 million, while DTC net revenue per customer declined 0.5% to $419. Reformation opened seven stores during the quarter and ended it with 77 retail stores globally. It raised its fiscal 2026 net revenue outlook to $610 million to $612 million, representing 20% to 21% growth, and expects an adjusted EBITDA margin of approximately 14.2%, at the high end of prior guidance. Capital expenditures are projected at $26 million to $27 million, primarily associated with 16 planned new store openings; the company expects to end fiscal 2026 with 80 stores. Cash and cash equivalents were $97.7 million and total net debt was $36.2 million at quarter-end.
6 points · 1 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Fiscal 2026 net revenue outlook rose to $610 million to $612 million.
- Moderate pointQ3 net revenue rose 19.1% to $173.6 million.
- Moderate pointQ3 gross margin expanded 252 basis points to 60.4%.
- Moderate pointAdjusted EBITDA increased 64.2% to $23.1 million.
- Moderate pointAdjusted EBITDA margin expanded 366 basis points to 13.3%.
- Moderate pointNet cash provided by operating activities was $44.7 million, versus $10.4 million.
Negative
- Moderate pointQ3 net loss was $1.1 million, versus net income of $5.0 million a year earlier.
Filing Explained
For the 39 weeks ended September 26, 2026, Reformation reported $132,229 thousand in IPO proceeds and $88,211 thousand in dividend payments.
This Form 8-K reports third-quarter results; the balance sheet shows 59,079,320 shares outstanding on
For the 39 weeks ended
The same period’s financing cash flows also included
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Net revenue: $173.6 million; up 19.1%
Gross margin: 60.4%; expanded 252 basis points
Net loss: $1.1 million
+5 more
8 metrics
Net revenue
$173.6 million; up 19.1%
Third quarter fiscal 2026 compared with the prior-year quarter
Gross margin
60.4%; expanded 252 basis points
Third quarter fiscal 2026 compared with the prior-year quarter
Net loss
$1.1 million
Third quarter fiscal 2026; prior-year quarter had net income of $5.0 million
Adjusted EBITDA
$23.1 million; increased 64.2%
Third quarter fiscal 2026 compared with the prior-year quarter
Adjusted EBITDA margin
13.3%; expanded 366 basis points
Third quarter fiscal 2026 compared with the prior-year quarter
Fiscal 2026 net revenue outlook
$610 million to $612 million; 20% to 21% growth
Full fiscal year 2026
Fiscal 2026 adjusted EBITDA margin outlook
Approximately 14.2%
Full fiscal year 2026; high end of prior guidance
Net cash provided by operating activities
$44.7 million
39 weeks ended September 26, 2026; $10.4 million for the 39 weeks ended September 27, 2025
Key Terms
Adjusted EBITDA, Adjusted EBITDA margin, Active Customers, DTC Net Revenue per Customer, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA increased 64.2% to $23.1 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted EBITDA margin financial
"Adjusted EBITDA margin expanded 366 basis points to 13.3%"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
Active Customers financial
"total number of unique customers who have placed at least one order"
Active customers are the count of distinct buyers or users who have engaged with a company’s product or service within a defined recent time frame (for example, the past month or quarter). Investors watch this measure because it shows how many people are actually using the business—similar to counting how many gym members showed up this month—helping assess growth, retention, revenue potential and whether marketing or products are converting interest into real activity.
DTC Net Revenue per Customer financial
"dividing our DTC net revenue within the last rolling 12 months"
average unit retail (AUR) financial
"higher average unit retail (AUR)"
Earnings Snapshot
Net revenue: $173.6 million · Guidance included
Third quarter fiscal 2026 ended September 26, 2026
Net revenue
$173.6 million
Increased 19.1%
Gross margin
60.4%
Expanded 252 basis points
Net loss
$1.1 million
Compared with net income of $5.0 million in the prior-year quarter
Adjusted EBITDA
$23.1 million
Increased 64.2%
Guidance
Fiscal 2026 net revenue of $610 million to $612 million, representing 20% to 21% growth; adjusted EBITDA margin of approximately 14.2%; capital expenditures of $26 million to $27 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did REF report for Q3 fiscal 2026?
REF reported net revenue of $173.6 million for the third quarter of fiscal 2026, up 19.1% from the prior-year quarter. Direct-to-consumer revenue was $152.8 million, while wholesale and other revenue was $20.8 million.
What is REF's fiscal 2026 revenue outlook?
REF raised its fiscal 2026 net revenue outlook to $610 million to $612 million, representing growth of 20% to 21% compared with last year. Its updated adjusted EBITDA margin outlook is approximately 14.2%, at the high end of prior guidance; capital expenditures are projected at $26 million to $27 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||
| of incorporation) | File Number) | Identification Number) | ||||||
(Address of principal executive offices) (Zip Code)
(213 ) 282-2025
Registrant’s telephone number, including area code
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2026, Reformation Inc. issued a press release announcing its financial results for its fiscal quarter ended September 26, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | Press release dated November 5, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REFORMATION INC. | ||||||||
| Date: November 5, 2026 | By: | /s/ Hali Borenstein | ||||||
| Hali Borenstein | ||||||||
| Chief Executive Officer | ||||||||
Reformation Announces Third Quarter Fiscal 2026 Results
Net Revenue grew over 19%; Active Customers increased 23%
Gross Margin Expanded ~250 bps to 60.4%
Raises Fiscal 2026 Net Revenue Growth Outlook to ~20% and Adjusted EBITDA Margin Outlook to High End of Previous Guidance to ~14.2%
LOS ANGELES, November 5, 2026 - Reformation Inc. (NYSE: REF) (the "Company"), the sustainable women’s fashion brand, today announced its financial results for the third quarter ended September 26, 2026.
Third Quarter Fiscal 2026 Financial Highlights (Compared to the Third Quarter of Fiscal 2025)
•Net revenue increased 19.1% to $173.6 million, driven by strength across channels and geographies
oDTC net revenues were $152.8 million, an increase of 16.7%
oWholesale and Other net revenues were $20.8 million, an increase of 40.8%
•Gross margin expanded 252 basis points to 60.4%
•Net loss was $(1.1) million or $(0.02) per share; reflecting a 165.9% effective tax rate driven by the tax impact of stock-based compensation as a result of the Company's initial public offering
•Adjusted EBITDA grew 64.2% to $23.1 million; adjusted EBITDA margin expanded 366 bps to 13.3%
“Our strong Q3 results, marking our 22nd consecutive quarter of double-digit revenue growth, reflect the durability of our business and momentum across our strategic growth pillars,” said Hali Borenstein, Chief Executive Officer. “The combination of our powerful brand, differentiated operating model, and significant white space ahead positions Reformation to continue to deliver double-digit growth in a large global market. We’re proud of our accomplishments this quarter and remain focused on delivering against our long-term objectives to drive sustainable profitability and shareholder value.”
Third Quarter Fiscal 2026 Results
Net revenue increased 19.1% to $173.6 million, driven by growth across channels, product categories and geographies.
DTC net revenues increased 16.7% to $152.8 million.
•Active Customers increased 23.4% to 1.25 million, driven by strength across both new customer acquisition and customer retention, underscoring the power of Reformation’s brand and product assortment.
•DTC Net Revenue per Customer declined 0.5% to $419, reflecting accelerated growth in new customers, who typically enter the brand at lower initial spend levels versus existing customers.
•The Company opened seven stores during the third quarter, including the reopening of the Palisades store, ending the period with 77 retail stores globally.
Wholesale and Other net revenue grew 40.8% to $20.8 million, driven by increased demand from existing wholesale partners.
International revenue increased 24.7% to $36.4 million, driven by widespread growth across the Company’s focus markets and the continued expansion of its retail footprint.
U.S. revenue increased 17.7% to $137.2 million, reflecting strength across channels, product categories, and growth in the Active Customer base.
Gross margin was 60.4% in the third quarter compared to 57.9% in the third quarter of 2025. The 252 basis point expansion was primarily driven by lower average tariff rates and higher average unit retail (AUR), partially offset by the accelerated growth in wholesale and other net revenue and allocated stock-based compensation expense in connection with the Company's initial public offering. Additionally, gross margin reflects approximately 50 basis points in IEEPA tariff-related net refunds from vendors.
Total operating expenses increased 31.3% to $97.5 million, or 56.1% of net revenue.
Marketing expenses increased 20.0% to $14.6 million, primarily reflecting continued investment in customer acquisition and retention. As a percentage of net revenue, marketing expense was 8.4% in the third quarter, flat to the prior-year period.
SG&A expenses increased 33.5% to $82.8 million. The dollar increase was primarily due to higher IPO-related stock-based compensation of $10.5 million, in addition to higher shipping expense and other variable expenses associated with higher sales volume, as well as costs associated with new stores and public company expenses.
Net loss was $(1.1) million, or $(0.02) per share, compared to net income of $5.0 million, or $0.10 per diluted share, in the prior-year period. Net loss reflects an effective tax rate of 165.9%. The higher rate was primarily driven by discrete tax impacts related to limitations on the deductibility of executive compensation as a result of the Company's IPO.
Adjusted EBITDA increased 64.2% to $23.1 million, compared to $14.1 million in the same prior-year period. Adjusted EBITDA margin* expanded 366 basis points to 13.3%.
Balance Sheet Highlights
Cash and cash equivalents totaled $97.7 million at the end of the third quarter of 2026. Total net debt was $36.2 million at the end of the third quarter.
Inventory was $83.8 million, compared to $61.6 million at the end of the third quarter of 2025, which was atypically low due to tariff-related supply chain disruption. Approximately one-third of the increase was attributable to the Company's strategic decision to hold more raw materials on hand to support increased speed to market. The remainder of the growth was associated with the seasonal inventory build and 17 new store openings over the last twelve months.
Full Year Fiscal 2026 Outlook
Based on its third quarter results and continued momentum in the fourth quarter to date, the Company is raising its full-year fiscal 2026 outlook and now expects:
•Net revenue to be in the range of $610 million to $612 million, representing growth in the range of 20% to 21% compared to last year. This compares to the Company's prior guidance range of $602 million to $606 million.
•Adjusted EBITDA margin* to be approximately 14.2%, at the high end of its prior guidance.
•Capital expenditures to be in the range of $26 million to $27 million for the year, primarily associated with 16 planned new store openings for the full year. The Company expects to end fiscal 2026 with 80 stores.
*Adjusted EBITDA margin is a non-GAAP financial measure. The Company is unable to provide a reconciliation of the non-GAAP financial outlook presented in this press release and on the Company’s conference call to its most directly comparable GAAP measure, net income (loss) margin, without unreasonable effort due to the challenge in quantifying various significant items, including, but not limited to, foreign currency fluctuations, taxes, increased tariffs, and any future restructuring and other charges and expenses.
Conference Call Information
A conference call to discuss third quarter results is scheduled for today, November 5, 2026, at 5:00 p.m. ET. To participate, please dial 1 (877) 270-2148 or (412) 317-6060 for international callers. The conference passcode is 10212429. A live webcast of the conference call will be available on the Company's investor relations website, investors.thereformation.com. A replay will be made available online approximately two hours following the live call.
Use of Non-GAAP Financial Measures and Other Operating Metrics
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America (GAAP), we reference in this press release and the accompanying tables certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA margin.
We define Adjusted EBITDA as net income (loss) before interest, taxes, and depreciation and amortization as further adjusted for stock compensation expense, transaction costs, and other costs not indicative of our ongoing core operations. We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net revenue. We use these non-GAAP financial measures to supplement financial information presented in accordance with GAAP. We believe that excluding certain items from our GAAP results allows management to better understand our financial performance from period to period. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons. Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income or loss or any other performance measure in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity.
For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, please see the tables captioned "Reconciliation of Non-GAAP Financial Measures" included at the end of this release. We encourage reviewing the reconciliation in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and may include other expenses, costs and non-recurring items.
Glossary
Definitions of our other operating metrics are presented below.
We define Active Customers as the total number of unique customers who have placed at least one order through our e-commerce platform or retail or outlet stores within the last rolling 12 months (excluding retail concession customers, employee orders, gift-card only orders, and face mask only orders, as purchased during the COVID-19 pandemic).
We calculate DTC Net Revenue per Customer by dividing our DTC net revenue within the last rolling 12 months by the number of customers counted within the period in which an item in their purchase has shipped. We believe that DTC Net Revenue per Customer is a key operating metric that reflects our ability to generate DTC net revenue from our customer base on a trailing twelve-month basis.
About Reformation
Reformation is the largest sustainable womenswear brand on the planet (that we know of, anyways). We make beautiful, timeless apparel and accessories that inspire confidence across life stages and occasions. Over the past 17 years, we've built a culturally resonant brand designed to challenge retail conventions. Our business model pairs a smart approach to merchandising with a responsive supply chain, allowing us to consistently deliver covetable, on-trend products to more than one million active customers. Reformation operates retail stores across the US, UK, Canada and France, and serves more than 150 countries around the world through its e-commerce platform. For more information, visit thereformation.com.
Forward Looking Statements
This press release and the related conference call and communications contain statements which are, or may be deemed to be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of management about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. All statements in this press release and related communications, other than statements of historical facts, are forward-looking statements. Forward-looking statements generally relate to future events, future financial or operating performance and may be identified by the use of words such as "plans", "believes", "expects", "intends", "will", "should", "could", "would", "may", "might", "anticipates", “continue”, “estimate”, “potential”, “predict”, “project”, “target”, "runway", the negative of these words, or similar words, phrases or terms of expression that concern Reformation’s expectations, strategy, plans or intentions. You should not place undue reliance on any forward-looking statements. Forward looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all.
Forward-looking statements are based on information available at the time those statements are made and reflect management’s current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management as of that time with respect to future events. Forward-looking statements in this press release include, but are not limited to, statements regarding our ability to drive growth, statements regarding our long-term objectives of sustainable profitability and shareholder value, the number of planned new store openings, our expected year-end store count and longer-term store expansion plans, statements regarding the expected drivers of growth and statements
regarding our future financial and operating performance, including our outlook and guidance for the full year 2026. In light of these risks and uncertainties, the forward-looking events and circumstances discussed herein may not occur. These risks, uncertainties and other factors include but are not limited to: general economic conditions and their impact on consumer discretionary spending; the seasonality of our business; competition in the apparel industry; our ability to attract new customers and retain returning customers; our ability to maintain and enhance the value and reputation of our brand; the effect of tariffs imposed by the U.S. government or a global trade war; our ability to anticipate and respond to changing consumer preferences; our ability to accurately forecast customer demand; our ability to effectively manage our growth; our ability to grow our e-commerce and retail channels and execute our expansion into new markets; the risks associated with leasing property; our ability to achieve the sustainability targets and goals that we have announced; our expectations regarding sustainability initiatives; our ability to attract and retain qualified personnel; our reliance on suppliers to provide materials and to produce our products; our dependence on key suppliers; our ability to protect our intellectual property rights and any costs associated therewith; and other risks and uncertainties discussed in our filings with the Securities and Exchange Commission (the "SEC"), including our prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 30, 2026 and in our Quarterly Report on Form 10-Q for the period covered by this earnings release once filed, and our other filings made with the SEC from time to time. Please consult these documents for a more complete understanding of these risks and uncertainties. Any forward-looking statement in this press release or related communications speaks only as of the date made and Reformation assumes no obligation and disclaims any obligation to update or revise any forward-looking or other statements contained herein, whether as a result of new information, future developments, or otherwise, except as required by law.
CONTACTS:
Investor Relations:
Investors@thereformation.com
Media:
Press@thereformation.com
REFORMATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
13 and 39 Weeks Ended September 26, 2026 and September 27, 2025
(Unaudited)
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||
| (in thousands except share and per share data) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||
| Net revenue | $ | 173,565 | $ | 145,715 | $ | 441,097 | $ | 356,879 | |||||||||||||||
| Cost of goods sold | 68,680 | 61,327 | 153,744 | 140,047 | |||||||||||||||||||
Gross profit | 104,885 | 84,388 | 287,353 | 216,832 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Marketing expenses | 14,628 | 12,186 | 38,570 | 31,978 | |||||||||||||||||||
| Selling, general and administrative expense | 82,827 | 62,037 | 235,169 | 166,008 | |||||||||||||||||||
Total operating expenses | 97,455 | 74,223 | 273,739 | 197,986 | |||||||||||||||||||
Income from operations | 7,430 | 10,165 | 13,614 | 18,846 | |||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Interest expense | (4,973) | (3,997) | (11,787) | (12,184) | |||||||||||||||||||
| Interest income | 1,369 | 412 | 1,867 | 1,481 | |||||||||||||||||||
| Loss on extinguishment of debt | (2,220) | — | (2,220) | — | |||||||||||||||||||
| Other income, net | 117 | 471 | 1,301 | 706 | |||||||||||||||||||
Total other (expense) income | (5,707) | (3,114) | (10,839) | (9,997) | |||||||||||||||||||
Income before income taxes | 1,723 | 7,051 | 2,775 | 8,849 | |||||||||||||||||||
| Income tax provision | 2,859 | 2,083 | 3,651 | 2,517 | |||||||||||||||||||
| Net income (loss) | (1,136) | 4,968 | (876) | 6,332 | |||||||||||||||||||
Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
Foreign currency translation gain (loss), net of tax | 63 | (366) | (499) | 337 | |||||||||||||||||||
Total comprehensive income (loss) | $ | (1,073) | $ | 4,602 | $ | (1,375) | $ | 6,669 | |||||||||||||||
| Earnings (loss) per share | |||||||||||||||||||||||
Basic | $ | (0.02) | $ | 0.10 | $ | (0.02) | $ | 0.13 | |||||||||||||||
Diluted | $ | (0.02) | $ | 0.10 | $ | (0.02) | $ | 0.12 | |||||||||||||||
| Weighted-average shares used in per share calculation | |||||||||||||||||||||||
Basic | 56,012,207 | 49,784,463 | 51,864,109 | 49,784,463 | |||||||||||||||||||
Diluted | 56,012,207 | 51,293,141 | 51,864,109 | 51,262,979 | |||||||||||||||||||
REFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data) | September 26, 2026 | December 27, 2025 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 97,748 | $ | 65,473 | |||||||
| Accounts receivable, net | 20,861 | 18,407 | |||||||||
| IEEPA tariff receivable | 310 | — | |||||||||
| Inventories | 83,841 | 60,640 | |||||||||
| Prepaid expenses and other current assets | 24,365 | 16,393 | |||||||||
Total current assets | 227,125 | 160,913 | |||||||||
| Property and equipment, net | 91,417 | 83,346 | |||||||||
| Right-of-use assets | 185,687 | 167,695 | |||||||||
| Intangible assets, net | 768 | 1,396 | |||||||||
| Trade name | 309,100 | 309,100 | |||||||||
| Goodwill | 209,421 | 209,421 | |||||||||
| Other noncurrent assets | 4,787 | 5,996 | |||||||||
Total assets | 1,028,305 | 937,867 | |||||||||
Liabilities and Stockholders' Equity | |||||||||||
| Accounts payable | $ | 17,001 | $ | 7,656 | |||||||
| Accrued expenses and other current liabilities | 83,746 | 66,828 | |||||||||
| Current lease liabilities | 19,065 | 16,670 | |||||||||
| Current portion of long-term debt | 3,213 | 8,250 | |||||||||
| Deferred revenue | 6,041 | 6,740 | |||||||||
Total current liabilities | 129,066 | 106,144 | |||||||||
| Long-term debt, net of current portion | 130,775 | 147,724 | |||||||||
| Noncurrent lease liabilities | 184,305 | 166,837 | |||||||||
| Deferred income tax liabilities | 70,445 | 68,072 | |||||||||
| Deferred revenue, net of current portion | 5,787 | 3,064 | |||||||||
| Other noncurrent liabilities | 5,575 | 5,229 | |||||||||
Total liabilities | 525,953 | 497,070 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity | |||||||||||
Common stock, $0.0001 par value; 500,000,000 and 107,025,000 shares authorized as of September 26, 2026 and December 27, 2025, respectively; 59,079,320 and 49,784,379 shares issued and outstanding as of September 26, 2026 and December 27, 2025, respectively | 6 | 5 | |||||||||
Additional paid-in capital | 502,652 | 358,274 | |||||||||
Retained earnings | 168 | 82,493 | |||||||||
Accumulated other comprehensive (loss) income | (474) | 25 | |||||||||
Total stockholders' equity | 502,352 | 440,797 | |||||||||
Total liabilities and stockholders' equity | $ | 1,028,305 | $ | 937,867 | |||||||
REFORMATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
39 Weeks Ended | |||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | (876) | $ | 6,332 | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | |||||||||||
Depreciation of property and equipment | 12,257 | 8,636 | |||||||||
Change in operating lease right-of-use assets | 16,108 | 13,691 | |||||||||
Amortization of definite-lived intangible assets | 628 | 628 | |||||||||
| Loss on extinguishment of debt | 2,220 | — | |||||||||
Amortization of debt issuance costs | 822 | 845 | |||||||||
Deferred income taxes | 2,373 | 825 | |||||||||
Stock-based compensation expense | 35,380 | 858 | |||||||||
Other | (12) | 81 | |||||||||
Increase (decrease) in cash due to changes in operating assets and liabilities | |||||||||||
Accounts receivable | (2,489) | (7,520) | |||||||||
IEEPA tariff receivable | (310) | — | |||||||||
Inventories | (23,302) | (9,608) | |||||||||
Prepaid expenses and other current assets | (7,269) | (264) | |||||||||
Other noncurrent assets | (1,290) | (1,883) | |||||||||
Accounts payable | 9,550 | (609) | |||||||||
Accrued expenses and other current liabilities | 12,600 | 8,601 | |||||||||
Operating lease liabilities | (14,075) | (11,027) | |||||||||
Deferred revenue | 2,044 | 668 | |||||||||
Other noncurrent liabilities | 346 | 175 | |||||||||
Net cash provided by operating activities | 44,705 | 10,429 | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | (19,941) | (35,112) | |||||||||
Net cash used in investing activities | (19,941) | (35,112) | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from Initial Public Offering, net of underwriting discounts | 132,229 | — | |||||||||
| Payment of offering costs | (2,371) | — | |||||||||
| Proceeds from exercise of stock options | 67 | — | |||||||||
| Settlement of employee stock options | (5,822) | ||||||||||
| Proceeds from term loan, net of lender fees | 89,211 | — | |||||||||
| Repayments on term loan | (114,125) | (3,074) | |||||||||
| Payment of debt issuance costs | (209) | — | |||||||||
| Payments for repurchase of common stock | (2,686) | — | |||||||||
| Payment of dividends declared | (88,211) | — | |||||||||
Net cash provided by (used in) financing activities | 8,083 | (3,074) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (572) | 681 | |||||||||
Net change in cash and cash equivalents | 32,275 | (27,076) | |||||||||
| Cash and cash equivalents | |||||||||||
| Beginning of the period | 65,473 | 87,678 | |||||||||
| End of the period | $ | 97,748 | $ | 60,602 | |||||||
REFORMATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
| Supplemental cash flow information | |||||||||||
| Cash paid during the year for | |||||||||||
Income taxes, net of refunds | $ | 4,148 | $ | 5,129 | |||||||
Interest | 9,741 | 10,344 | |||||||||
| Noncash financing and investing activities | |||||||||||
| Deferred offering costs incurred, but not yet paid | 4,090 | — | |||||||||
Purchase of property and equipment included in accounts payable and accrued expenses and other current liabilities | 1,294 | 1,656 | |||||||||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 34,190 | 48,041 | |||||||||
REFORMATION
CONSOLIDATED REVENUE DATA
(Unaudited)
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||
| United States | $ | 137,169 | $ | 116,531 | $ | 353,592 | $ | 291,669 | |||||||||||||||
| Rest of the world | 36,396 | 29,184 | 87,505 | 65,210 | |||||||||||||||||||
| Net revenue | $ | 173,565 | $ | 145,715 | $ | 441,097 | $ | 356,879 | |||||||||||||||
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||
| Direct-to-consumer (DTC) | $ | 152,799 | $ | 130,968 | $ | 386,548 | $ | 317,346 | |||||||||||||||
| Wholesale and other | 20,766 | 14,747 | 54,549 | 39,533 | |||||||||||||||||||
| Net revenue | $ | 173,565 | $ | 145,715 | $ | 441,097 | $ | 356,879 | |||||||||||||||
\
REFORMATION
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | ($ in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (1,136) | $ | 4,968 | $ | (876) | $ | 6,332 | |||||||||||||||||||||||||||||||||||||||
| Interest and other expense (income) | 5,707 | 3,114 | 10,839 | 9,997 | |||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 2,859 | 2,083 | 3,651 | 2,517 | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 4,479 | 3,387 | 12,885 | 9,263 | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense(1) | 11,002 | 290 | 36,868 | 858 | |||||||||||||||||||||||||||||||||||||||||||
Transaction costs(2) | — | — | 375 | 768 | |||||||||||||||||||||||||||||||||||||||||||
Legal costs(3) | 176 | 209 | 596 | 371 | |||||||||||||||||||||||||||||||||||||||||||
Other one-time costs(4) | 7 | 10 | 33 | 149 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 23,094 | $ | 14,061 | $ | 64,371 | $ | 30,255 | |||||||||||||||||||||||||||||||||||||||
| Net revenue | $ | 173,565 | $ | 145,715 | $ | 441,097 | $ | 356,879 | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) margin | (0.7) | % | 3.4 | % | (0.2) | % | 1.8 | % | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 13.3 | % | 9.6 | % | 14.6 | % | 8.5 | % | |||||||||||||||||||||||||||||||||||||||
(1)Represents non-cash expenses primarily related to equity-based compensation programs, which may vary significantly from period to period depending on various factors including the timing, number, and the valuation of awards granted, vesting of awards including the satisfaction of performance conditions, modifications or settlements of awards, and the impact of repurchases of awards from employees.
(2)Represents costs incurred in connection with pursuing various strategic alternatives, including legal and accounting costs directly attributable to preparing for an IPO, and other strategic sell side and investment alternatives.
(3)Represents one-time legal costs and settlements.
(4)Represents one-time costs directly attributable to activities that are not indicative of our ongoing core operations, including, but not limited to, system implementation and duplicative expenses associated with store relocation.