Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 31, 2026, the amended and restated certificate of incorporation (the “ Certificate of Incorporation ”) and the amended and restated bylaws (the “ Bylaws ”) of Reformation Inc., a Delaware corporation (the “ Company ”), became effective in connection with the closing of the initial public offering of shares…
Filed Aug 3, 2026Accepted Aug 3, 2026, 5:12 PM EDTCIK 1787117Accession 0001104659-26-089857
We are a womenswear destination across categories and occasions. We started out with dresses, which we’re kind of famous for, and have since successfully expanded our assortment. We take a deliberate approach to category expansion, building a bespoke supply chain designed to meet our standards for quality, speed, and environmental impact for each new product group. Today, we have five core product groups (dresses, bottoms, tops, sweaters, and accessories), which have helped cement Ref as a daily wardrobe essential.
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On July 31,
2026, the amended and restated certificate of incorporation (the “ Certificate of Incorporation ”) and the amended
and restated bylaws (the “ Bylaws ”) of Reformation Inc., a Delaware corporation (the “ Company ”),
became effective in connection with the closing of the initial public offering of shares of the Company’s common stock. As described
in the final prospectus, dated July 29, 2026 (the “ Prospectus ”), relating to the Registration Statement on Form S-1
(File No. 333-297039), as amended, filed with the Securities and Exchange Commission on July 30, 2026, pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and
restatement of these documents to be effective as of the date of the closing of the Company’s initial public offering. A description
of certain provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled “Description of Capital
Stock” in the Prospectus.
The foregoing description of the Certificate of Incorporation and the
Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the
Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On July 31, 2026, the Company completed its initial public offering
of 14,062,500 shares of its common stock at a price to the public of $15.00 per share, which included the sale by the selling stockholders
of 4,583,679 shares of the Company’s common stock. The aggregate gross proceeds to the Company and the selling stockholders from
the initial public offering were approximately $210.9 million before deducting underwriting discounts and commissions and estimated offering
expenses. The Company did not receive any proceeds from the sale of shares of common stock in the offering by the selling stockholders.
