Reformation Inc., the sustainable womenswear company, submitted a registration statement to the Securities and Exchange Commission on Thursday for an initial public offering on the New York Stock Exchange under the symbol REF. The company said it and selling stockholders will offer shares, but the filing does not yet specify the number of shares or the prospective price range.
Leading the underwriting group are JPMorgan, Morgan Stanley, Citigroup and RBC Capital Markets. Additional underwriters named in the filing include Guggenheim Securities, Baird, William Blair, BTIG and Telsey Advisory Group. The company noted that it will not receive any proceeds from any sale of common stock by the selling stockholders.
The filing lays out recent financial performance. For the full year 2025 Reformation reported net revenue of $507.1 million, up from $438.2 million in 2024. Net income for 2025 totaled $12.6 million, a decline from $32.9 million in 2024. Reformation identified an effect on gross margin in 2025 of 60.2%, stating that the margin was reduced by 360 basis points as a result of IEEPA tariffs.
Operational metrics included in the registration document show that the company operated 70 stores as of June 22, 2026, and distributed product through 15 strategic wholesale accounts across 142 wholesale doors. Reformation reported having more than 1.1 million active customers as of March 28, 2026.
The company also disclosed more recent quarterly performance. In the first quarter of 2026, Reformation reported net revenue of $112.3 million, compared with $86.1 million in the first quarter of 2025, representing a 30.4% year-over-year increase.
Capital structure activity disclosed in the filing includes a dividend recapitalization completed on June 17, 2026. Under that transaction the company paid a dividend of $233.30 per share to common stockholders, funding the distribution with borrowings under an amended credit agreement. As part of that action, Reformation drew $92.0 million of additional term loans. The filing says the aggregate amount of the dividend and cash payments in respect of certain options and restricted stock units was approximately $90 million.
The registration statement provides prospective investors with operational and financial detail ahead of an offering for which pricing and size remain to be determined. The filing identifies the banks and dealer-managers that will lead and support the transaction, while also clarifying that certain stock sales will not provide direct proceeds to the company.
Key points
- Reformation filed for an IPO on the NYSE, with share count and price range not yet set; lead underwriters include JPMorgan and Morgan Stanley.
- Revenue grew to $507.1 million in 2025 from $438.2 million in 2024, while net income fell to $12.6 million in 2025 from $32.9 million the prior year.
- Company operates 70 stores and sells through 15 strategic wholesale accounts across 142 doors; active customers exceed 1.1 million.
Risks and uncertainties
- Gross margin in 2025 was negatively affected by 360 basis points tied to IEEPA tariffs, indicating exposure to tariff-related cost pressures - relevant to retail and consumer goods sectors.
- The dividend recapitalization was financed with incremental debt, including $92.0 million of additional term loans, which could affect the companys balance sheet flexibility - relevant to credit and financial markets.
- The company will not receive proceeds from any sale of common stock by selling stockholders, which may limit the direct capital benefit to Reformation from parts of the offering - relevant to corporate finance and investment banking.