Reformation Inc美股招股说明书(2026-07-30版)

Reformation Inc. Common Stock This is the initial public offering of shares of common stock of Reformation Inc. We are offering9,478,821 shares of our common stock, and the selling stockholders identified in this prospectus are offeringan aggregate of 4,583,679 shares of our common stock. We will not receive any proceeds from the sale ofcommon stock by the selling stockholders. Prior to this offering, there has been no public market for our common stock. The initial public offeringprice of our common stock is $15.00 per share. We have been approved to list our common stock on theNew York Stock Exchange (“NYSE”) under the symbol “REF.” 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 registrationstatement and may do so in future filings. Investing in our common stock involves risks. See “Risk Factors” beginning on page26to read aboutfactors you should consider before buying our common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission orregulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracyof this prospectus. Any representation to the contrary is a criminal offense. (1)See “Underwriters (Conflicts of Interest)” for additional information regarding underwriting compensation. The selling stockholders have granted the underwriters the option, for a period of 30days from the dateof this prospectus, to purchase up to 2,109,375 additional shares of common stock at the initial publicoffering price less the underwriting discounts and commissions. At our request, the underwriters have reserved up to 421,875 shares of our common stock, or 3% of theshares being offered pursuant to this prospectus, for sale at the initial public offering price to certain of ourdirectors and employees, along with certain family and friends of our employees, as determined by certainof our officers. See “Underwriters (Conflicts of Interest)—Directed Share Program” for additionalinformation. The underwriters expect to deliver the shares against payment in New York, New York, on or aboutJuly31, 2026. The date of this prospectus is July29, 2026. TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS26CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS74USE OF PROCEEDS76DIVIDEND POLICY77CAPITALIZATION78DILUTION79MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS81BUSINESS113MANAGEMENT138EXECUTIVE AND DIRECTOR COMPENSATION145CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS161PRINCIPAL AND SELLING STOCKHOLDERS163DESCRIPTION OF CAPITAL STOCK166SHARES ELIGIBLE FOR FUTURE SALE172CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OURCOMMON STOCK174UNDERWRITERS (CONFLICTS OF INTEREST)177LEGAL MATTERS187EXPERTS187WHERE YOU CAN FIND ADDITIONAL INFORMATION187INDEX TO FINANCIAL STATEMENTSF-1 Through and including August23, 2026 (the 25 day after the date of this prospectus), all dealers thateffect transactions in these shares of common stock, whether or not participating in this offering, may berequired to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus whenacting as underwriters and with respect to their unsold allotments or subscriptions.th You should rely only on the information contained in this prospectus or in any free writing prospectuswe may authorize to be delivered or made available to you. Neither we, nor the selling stockholders nor theunderwriters have authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus or in any free writing prospectus we have prepared or that has beenprepared on our behalf or to which we have referred you. Neither we, nor the selling stockholders nor any ofthe underwriters take any responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. This prospectus is an offer to sell only the shares of common stockoffered by this prospectus, and only under circumstances and in jurisdictions where it is lawful to do so. Theinformation in this prospectus is accurate only as of the date of this prospectus, regardless of the time ofdelivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of shares of ourcommon stock. Our business, results of operations and financial condition may have changed since suchdate. For investors outside the United States: neither we, nor the selling stockholders nor the underwritershave done anything that would permit this offering or possession or distribution of this prospectus or anyfree writing prospectus in connection with this offering in any jurisdiction where action for that purpose isrequired, other than in the United States. Persons outside the United States who come into possessio