Reformation (REF) Registration filing summary

Company overview and business model

• Operates as a premium sustainable womenswear brand with a direct-to-consumer (DTC) focus and select wholesale partnerships.

• Emphasizes sustainability, rapid product development, and a tech-enabled omnichannel experience.

• Maintains a strong brand identity, with 77% of active customers citing it as a favorite and nearly 70% of DTC net revenue from returning customers in 2025.

• Product assortment spans dresses, tops, denim, sweaters, and accessories, with a data-driven merchandising model and agile supply chain.

• International expansion underway, with 20% of active customers and 18% of net revenue from outside the U.S. in 2025.

Financial performance and metrics

• Net revenue reached $507.1 million in 2025, a 19% CAGR from 2023, and $112.3 million in Q1 2026, up 30.4% year-over-year.

• Gross margin was 60.2% in 2025 (impacted by tariffs), rebounding to 70.3% in Q1 2026 due to tariff refunds.

• Adjusted EBITDA was $45.0 million (8.9% margin) in 2025 and $15.9 million (14.1% margin) in Q1 2026.

• Active customers surpassed 1.1 million as of March 2026, with strong retention and repeat purchase rates.

• Five consecutive years of positive net income (2021–2025), with $12.6 million net income in 2025.

Use of proceeds and capital allocation

• Net proceeds from the IPO will be used to partially repay term loans under the Credit Agreement and to purchase shares in a synthetic secondary transaction.

• The offering aims to increase capitalization, financial flexibility, and create a public market for the stock.

• No proceeds will be received from shares sold by selling stockholders.