Item 5. Other Information
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
During the quarter ended June 27, 2026, no director or officer, as defined in Rule 16a-1(f) under the Exchange Act, adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
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Item 6. Exhibits.
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation of Reformation Inc. (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Form 8-K filed with the SEC on August 3, 2026).
3.2
Amended and Restated Bylaws of Reformation Inc. (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Form 8-K filed with the SEC on August 3, 2026).
4.1
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.1*
Registration Rights Agreement, dated as of July 28, 2026, by and among Re formation Inc. and the other parties party thereto .
10.2*
Stockholders Agreement, dated as of July 28, 2026, by and among Reformation Inc. , Refo SCSp, the Aflalo Family Trust, establis hed U/T/A dated Novem ber 8, 2018, as amended, and the other parties thereto .
10.3
Form of Securities Repurchase Agreement (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.4
Form of Reformation Inc. Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.7 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.5*
Reformation Inc. 2026 Omnibus Incentive Plan .
10.6
Reformation Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.7
Form of Performance Stock Unit Award Agreement for CEO Stock Price Award granted under the Reformation Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.8
Form of One-Time IPO Restricted Stock Unit Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.9
Form of One-Time Fully Vested Restricted Stock Unit Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.10
Form of Restricted Stock Unit Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.11
Form of Stock Option Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.12
Form of Director Restricted Stock Unit Award Agreement granted under the Reformation Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.13
Change in Control and Severance Policy (incorporated by reference to Exhibit 10.16 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.14
Participation Agreement to Change in Control and Severance Policy (Hali Borenstein) (incorporated by reference to Exhibit 10.17 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
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10.15 Form of Participation Agreement to Change in Control and Severance Policy (Named Executive Officers other than CEO) (incorporated by reference to Exhibit 10.18 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.16
Outside Director Compensation Policy (incorporated by reference to Exhibit 10.19 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.17
Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.20 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.18
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.21 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.19
Employment Letter Agreement between LYMI Inc. and Hali Borenstein (incorporated by reference to Exhibit 10.22 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.20
Employment Letter Agreement between LYMI Inc. and Joshua Moore (incorporated by reference to Exhibit 10.23 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.21
Employment Letter Agreement between LYMI Inc. and Ivan Tchakarov (incorporated by reference to Exhibit 10.24 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.22
Reformation Inc. Stock Ownership Guidelines (incorporated by reference to Exhibit 10.25 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
10.23
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 (incorporated by reference to Exhibit 10.27 filed with the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-297039), filed with the SEC on July 20, 2026).
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
___________
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
REFORMATION INC.
Date: September 11, 2026
By: /s/ Hali Borenstein
Hali Borenstein
President and Chief Executive Officer
(Principal Executive Officer)
Date: September 11, 2026
By: /s/ Joshua Moore
Joshua Moore
Chief Financial Officer
(Principal Financial and Accounting Officer)
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