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S-1 EXPLAINED · TEN QUESTIONS|The IPO filing, read on the facts alone

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More customers, lower spend per customer. The first earnings report explains it in the same terms the prospectus had used

September 11, 2026 · Q2 2026 results (first earnings report since listing, 8-K of 2026-09-10) × the DTC mechanism described in the July 29 prospectus

Reformation (NYSE: REF) filed an 8-K with the SEC on September 10 and reported results for the 13 weeks ended June 27, 2026. It is the company’s first earnings report since its July listing, although the quarter itself closed before the IPO. Net revenue was $155.2 million, up 24.1% year over year, and net income was $12.4 million, up 79.4%.

Most revenue comes through direct-to-consumer, mainly the company’s own website and stores. DTC net revenue grew 21.2% to $135.3 million, and the company splits that growth in two. Active Customers, those who ordered at least once in the last rolling 12 months, rose 22.9%, and DTC Net Revenue per Customer fell 1.4%. The growth was driven primarily by the customer count, partially offset by the per-customer figure.

The final prospectus for the offering, dated July 29, 2026, says DTC revenue is driven by exactly those two numbers. It also explained why they can move in opposite directions: acquiring new customers “will have a dilutive impact on our total DTC Net Revenue per Customer in the year in which they are acquired,” and “New customers typically have a lower initial spend compared to our returning customers.”

The September 10 release explains the decline in the same terms. The decline, it says, “primarily reflects accelerated growth in new customers, who typically enter the brand at lower initial spend levels.”

The first quarter was explained differently. The prospectus MD&A split first-quarter DTC growth of 31.8% into a 35.5% increase in Active Customers during the quarter and a 3.1% reduction in DTC Net Revenue per Customer, and attributed that reduction primarily to the timing of orders shipped due to increased sales on pre-order. The 8-K also reports a decline for the second quarter, and the reason it gives is the new-customer effect the prospectus had set out as a mechanism. The prospectus carries two figures under the same metric name: the KPI section counts it on a trailing 12-month basis ($421 in the first quarter of 2026 against $420 a year earlier), while the MD&A split first-quarter growth with a 3.1% reduction. This article sets side by side the figures the MD&A and the 8-K use to split DTC growth into customer count and revenue per customer.

This is not a forecast that proved right. The prospectus carries no customer numbers for this quarter. What it did carry were preliminary ranges for revenue and profit, and the actuals came in above the top of every range except gross margin. Revenue was estimated at $154.0 million to $155.0 million and came in at $155.2 million; net income was estimated at $11.7 million to $12.0 million and came in at $12.4 million. Gross margin matched the top of its range at 66.7%, and cash matched the estimate. The quarter had in any case ended on June 27, and the prospectus is dated July 29.

The comparison basis matters too. Against the first quarter, revenue is up about 38%, but the prospectus says second-quarter revenue has historically exceeded the first quarter’s, so seasonality is mixed in. Gross margin rose from 64.4% a year earlier to 66.7%, but fell from 70.3% in the first quarter, whose cost of goods sold included a reduction tied to a receivable for a tariff refund the company had applied for. That is why this article does not build on gross margin.

The prospectus also says that as customer cohorts mature, it generally observes increases in customer spend and purchase frequency over time. Later filings will show how the per-customer figure moves. How this company borrowed to pay a dividend eight days before filing its S-1 is set out in the full article, which is free to read.

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This article is based on the Form 8-K (Exhibit 99.1, the earnings release) that Reformation Inc. filed with the SEC on September 10, 2026, and on the prospectus it filed on July 30, 2026 (Form 424B4, prospectus dated July 29, 2026). The second-quarter figures in the prospectus were preliminary estimates on which, the company stated, its independent auditors had performed no procedures. “Above the top of the range” and “about 38%” are calculated from the figures in the prospectus and the 8-K. Share prices after the listing are outside the scope of this article, and nothing here is a recommendation to buy or sell any security.

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