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Reformation REF Form S-1/A filing

Filed
Jul 23, 2026, 7:19 AM EDT
Accession
0001104659-26-086075

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

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View SEC source
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.

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†

Indicates management contract or compensatory plan

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

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II-2

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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 ​ ​ ​ ​ ​ ​ ​