Reformation (REF) CEO Hali Borenstein Sells 709,286 Shares

What Happened

• Hali Borenstein, CEO, President and director of Reformation Inc. (REF), sold a total of 709,286 shares to the issuer (dispositions) for $13.95 per share, generating $9,894,540 in proceeds. The sales comprised 170,876 shares (direct) for $2,383,720 and 538,410 derivative shares for $7,510,820.
• On July 29, 2026, Borenstein was also granted awards totaling 1,427,487 equity units (awards recorded at $0.00): 300,000 PSUs (performance-based), 833,332 RSUs (two grants of 666,666 and 166,666), and 294,155 RSU-related derivative awards. These awards are subject to vesting and performance conditions described in the filing.

Key Details

• Transaction dates and prices:
  • Grants: 2026-07-29, awarded at $0.00 (RSUs/PSUs/derivative RSUs).
  • Sales (dispositions to issuer): 2026-07-31 (170,876 shares @ $13.95 = $2,383,720) and 2026-07-29/31 (538,410 derivative shares @ $13.95 = $7,510,820).
  • Total sold: 709,286 shares for $9,894,540.
• Shares owned after the transactions: not specified in the filing; some shares are held in the Borenstein Irrevocable Trust (the reporting person disclaims beneficial ownership of trust-held shares except to the extent of any pecuniary interest).
• Notable footnotes:
  • PSUs (performance-based RSUs) vest only if stock-price targets and service conditions are met; PSUs can potentially vest at up to 200% of target (F1, F5).
  • RSUs vest over time (some vest over two years, others over three years) subject to continued employment (F2, F3).
  • The issuer purchased securities in a synthetic secondary transaction in connection with the IPO; some dispositions are to the issuer as part of that transaction (F4).
• Filing timeliness: Form filed 2026-07-31 for transactions dated 2026-07-29–07-31; filing appears timely (no late filing flag noted).

Context

• Awards (PSUs/RSUs) are not immediate cash purchases — they are contingent rights to receive shares if vesting and performance conditions are met; PSUs can pay out up to 200% of target.
• The derivative dispositions reflect sales of derivative securities (part of a synthetic secondary/issuer purchase) rather than open-market sales to third parties.
• These entries are factual disclosures of grants and issuer purchases; they do not state the insider’s motivation.