Reformation (REF) details pay plans, credit lines in IPO update

Rhea-AI Filing Summary

Reformation Inc. (REF) submitted Amendment No. 2 to its Form S-1 registration statement as an exhibits-only update in connection with a proposed initial public offering to commence after effectiveness. The amendment leaves the substantive disclosure unchanged and adds or confirms key corporate, compensation, financing, and commercial agreements as exhibits.

The exhibits include Reformation Inc.’s 2026 Omnibus Incentive Plan, an Employee Stock Purchase Plan, IPO‑related equity award forms, a change in control and severance policy with participation agreements, executive employment letters, a credit and guaranty agreement and amendment for LYMI Inc., major warehouse and logistics agreements, and various governance documents such as stockholder, registration rights, indemnification, and stock ownership guidelines.

Key Figures

Amendment No. 2 Filing Date: July 23, 2026 Credit and Guaranty Agreement Date: May 2, 2024 Amendment No. 1 to Credit Agreement Date: June 17, 2026 +3 more

6 metrics

Amendment No. 2 Filing Date July 23, 2026 Date Reformation Inc. executed Amendment No. 2 to its Form S-1 registration statement

Credit and Guaranty Agreement Date May 2, 2024 Date of Credit and Guaranty Agreement among LYMI Inc., Ref Holdings, Inc. and lenders

Amendment No. 1 to Credit Agreement Date June 17, 2026 Date of Amendment No. 1 to the Credit and Guaranty Agreement

Warehouse Lease Agreement Date June 7, 2024 Date of warehouse lease between LYMI Inc. and 5801 Second Street, LLC

Logistics Service Agreement Date January 31, 2023 Date of logistics services agreement between LYMI Inc. and CEVA Logistics Netherlands B.V.

Form Type Amendment No. 2 to Form S-1 Registration statement amendment under the Securities Act of 1933 for Reformation Inc.

Key Terms

Omnibus Incentive Plan, Employee Stock Purchase Plan, Change in Control and Severance Policy, Indemnification Agreement, +1 more

5 terms

Omnibus Incentive Plan financial

"Reformation Inc. 2026 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Employee Stock Purchase Plan financial

"Reformation Inc. Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Change in Control and Severance Policy financial

"Change in Control and Severance Policy"

Indemnification Agreement regulatory

"Form of Indemnification Agreement"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Registration Rights Agreement financial

"Form of Registration Rights Agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Offering Details

IPO

Offering

Offering Type IPO

FAQ

What is Reformation Inc. (REF) doing in Amendment No. 2 to its Form S-1?

Reformation Inc. is making an exhibits-only amendment to its Form S-1 registration statement. The business and financial disclosures remain unchanged, while it updates and confirms key agreements like incentive plans, employment letters, financing, and commercial contracts as official exhibits.

Does Amendment No. 2 change the terms of Reformation Inc. (REF)’s proposed IPO?

The amendment does not change the substantive terms disclosed for Reformation Inc.’s proposed offering. It only adds and organizes exhibits, such as governance documents, compensation plans, and material contracts, while the IPO is expected to begin after the registration statement becomes effective.

What key compensation plans are included as exhibits for Reformation Inc. (REF)?

Exhibits include the Reformation Inc. 2026 Omnibus Incentive Plan, an Employee Stock Purchase Plan, an Amended and Restated 2019 Stock Option Plan, and multiple forms of stock option, restricted stock unit, performance stock unit, and director equity award agreements tied to these plans.

Which major financing agreement for Reformation Inc. (REF) is listed in this amendment?

The exhibits list a Credit and Guaranty Agreement dated May 2, 2024, and an Amendment No. 1 dated June 17, 2026, among LYMI Inc., Ref Holdings, Inc., their subsidiaries, lenders, and JP Morgan Chase Bank, N.A., documenting a significant credit facility arrangement.

What material operational contracts are disclosed as exhibits for Reformation Inc. (REF)?

The exhibits include a Warehouse Lease Agreement dated June 7, 2024 between LYMI Inc. and 5801 Second Street, LLC, and a Logistics Service Agreement dated January 31, 2023 with CEVA Logistics Netherlands B.V., reflecting important facilities and logistics arrangements.

Who are the principal officers signing Amendment No. 2 for Reformation Inc. (REF)?

The amendment is signed by Chief Executive Officer, President and Director Hali Borenstein as principal executive officer and by Chief Financial Officer Joshua Moore as principal financial and accounting officer, along with Reformation Inc.’s board of directors.

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As filed with the U.S. Securities and Exchange Commission on July 23, 2026.

Registration No. 333-297039​

​

​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

​

AMENDMENT NO. 2
TO

FORM S-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933​

​

Reformation Inc.
(Exact name of registrant as specified in its charter)

​

​ Delaware (State or other jurisdiction of
incorporation or organization)​ ​ ​ 5621 (Primary Standard Industrial
Classification Code Number)​ ​ ​ 84-2302327 (I.R.S. Employer
Identification Number) ​

5801 S. 2nd St.
Vernon, CA 90058
(213) 282-2025

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

​

Hali Borenstein
Chief Executive Officer
5801 S. 2nd St.
Vernon, CA 90058
(213) 282-2025

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

​

Copies to:

​ Laura Kaufmann
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000 ​ ​ Joshua Moore
5801 S. 2nd St.
Vernon, CA 90058
(213) 282-2025 ​ ​ Michael Benjamin
Sandy Kugbei
Steven B. Stokdyk
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200 ​

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​	Large accelerated filer ☐ ​	​	​	Accelerated filer ☐ ​	​
​	Non-accelerated filer ☒ ​	​	​	Smaller reporting company ☐ ​	​
​	​	​	​	Emerging growth company ☒ ​	​

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

​

​

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Explanatory Note

Reformation Inc. is filing this Amendment No. 2 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-297039) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

​

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.   Exhibits and Financial Statement Schedules

(a)   Exhibits

The exhibits of the registration statement are listed in the Exhibit Index to this registration statement and are included and incorporated herein by reference.

INDEX TO EXHIBITS

The following exhibits are filed as part of this registration statement.

​	Exhibit No.	​	​	Exhibit Description	​
​	1.1*	​	​	Form of Underwriting Agreement	​
​	3.1*	​	​	Certificate of Incorporation of Reformation Inc. (formerly known as REF Topco, Inc.), as amended to date and as currently in effect	​
​	3.2*	​	​	Form of Amended and Restated Certificate of Incorporation of Reformation Inc., to be effective upon consummation of this offering	​
​	3.3*	​	​	Amended and Restated Bylaws of Reformation Inc., as currently in effect	​
​	3.4	​	​	Form of Amended and Restated Bylaws of Reformation Inc., to be effective upon consummation of this offering	​
​	4.1*	​	​	Form of Common Stock Certificate	​
​	5.1*	​	​	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP	​
​	10.1*	​	​	Form of Registration Rights Agreement	​
​	10.2*	​	​	Form of Stockholders’ Agreement	​
​	10.3*	​	​	Form of Securities Repurchase Agreement	​
​	10.4†*	​	​	Amended and Restated Reformation Inc. 2019 Stock Option Plan	​
​	10.5†*	​	​	Form of Nonqualified Stock Option Agreement granted under the Amended and Restated Reformation Inc. 2019 Stock Option Plan	​
​	10.6†*	​	​	Form of Reformation Inc. Restricted Stock Unit Agreement granted under the Amended and Restated Reformation Inc. 2019 Stock Option Plan	​
​	10.7†*	​	​	Form of Reformation Inc. Director Restricted Stock Unit Agreement	​
​	10.8†*	​	​	Reformation Inc. 2026 Omnibus Incentive Plan	​
​	10.9†*	​	​	Reformation Inc. Employee Stock Purchase Plan	​
​	10.10†*	​	​	Form of Performance Stock Unit Award Agreement for CEO Stock Price Award granted under the Reformation Inc. 2026 Omnibus Incentive Plan	​
​	10.11†*	​	​	Form of One-Time IPO Restricted Stock Unit Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan	​
​	10.12†*	​	​	Form of One-Time Fully Vested Restricted Stock Unit Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan	​
​	10.13†*	​	​	Form of Restricted Stock Unit Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan	​
​	10.14†*	​	​	Form of Stock Option Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan	​
​	10.15†*	​	​	Form of Director Restricted Stock Unit Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan	​
​	10.16†*	​	​	Change in Control and Severance Policy	​

II-1

​

​	Exhibit No.	​	​	Exhibit Description	​
​	10.17†*	​	​	Participation Agreement to Change in Control and Severance Policy (Hali Borenstein)	​
​	10.18†*	​	​	Form of Participation Agreement to Change in Control and Severance Policy (Named Executive Officers other than CEO)	​
​	10.19†*	​	​	Outside Director Compensation Policy	​
​	10.20†*	​	​	Executive Incentive Compensation Plan	​
​	10.21*	​	​	Form of Indemnification Agreement	​
​	10.22†*	​	​	Employment Letter Agreement between LYMI Inc. and Hali Borenstein	​
​	10.23†*	​	​	Employment Letter Agreement between LYMI Inc. and Joshua Moore	​
​	10.24†*	​	​	Employment Letter Agreement between LYMI Inc. and Ivan Tchakarov	​
​	10.25*	​	​	Reformation Inc. Stock Ownership Guidelines	​
​	10.26*#	​	​	Credit and Guaranty Agreement, dated as of May 2, 2024, among LYMI Inc., Ref Holdings, Inc. and the subsidiaries of LYMI Inc. from time to time party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent	​
​	10.27*	​	​	Amendment No. 1 to Credit and Guaranty Agreement, dated as of June 17, 2026, among LYMI Inc., Ref Holdings, Inc. and the subsidiaries of LYMI Inc. from time to time party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent	​
​	10.28*#	​	​	Warehouse Lease Agreement, dated as of June 7, 2024, by and between LYMI Inc. and 5801 Second Street, LLC	​
​	10.29*#	​	​	Logistics Service Agreement, dated as of January 31, 2023, by and between LYMI Inc. and CEVA Logistics Netherlands B.V.	​
​	21.1*	​	​	List of Subsidiaries	​
​	23.1*	​	​	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm	​
​	23.2*	​	​	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)	​
​	24.1*	​	​	Power of Attorney (included on the signature page to this registration statement)	​
​	107*	​	​	Filing Fee Table	​

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*

Previously filed.

​

†

Indicates management contract or compensatory plan

​

​

#

Certain schedules and/or exhibits have been omitted from this Registration Statement pursuant to Item 601(a)(5) of Regulation S-K.

​

II-2

​​

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon, State of California on July 23, 2026.

Reformation Inc.

By:

/s/ Hali Borenstein

​

​

Name: Hali Borenstein

Title:  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

​	Signature				​	​	Title	​	​	Date	​
​	/s/ Hali Borenstein ​ Hali Borenstein				​	​	Chief Executive Officer, President and Director (Principal Executive Officer)	​	​	July 23, 2026	​
​	/s/ Joshua Moore ​ Joshua Moore				​	​	Chief Financial Officer (Principal Financial and Accounting Officer)	​	​	July 23, 2026	​
​	* ​ Yael Aflalo				​	​	Director	​	​	July 23, 2026	​
​	* ​ Zipporah Allen				​	​	Director	​	​	July 23, 2026	​
​	* ​ John Coyle				​	​	Director	​	​	July 23, 2026	​
​	* ​ Shreya Kadaba				​	​	Director	​	​	July 23, 2026	​
​	* ​ Brigitte Kleine				​	​	Director	​	​	July 23, 2026	​
​	* ​ Steven Miller				​	​	Director	​	​	July 23, 2026	​
​	/s/ Stacey S. Rauch ​ Stacey S. Rauch				​	​	Director	​	​	July 23, 2026	​
​	*By:	​	​	/s/ Hali Borenstein ​ Hali Borenstein Attorney-in-Fact	​	​	​	​	​	​	​