When REF insiders can sell
Reformation Inc. · IPO prospectus filed 2026-07-30 · Single cliff · 180-day lock-up
That is the calendar date the clause computes to, counted from the prospectus date. It is the only date computable without knowing a future earnings date, which is why everything that could pull it earlier is printed below it on this page rather than folded into it.
How much stock, against how much trades
"Absorb days" is the shares coming free divided by average daily volume: how many full sessions of REF's entire turnover the release amounts to. It is a ratio, not a forecast — it does not know who wants to sell, and a founder with no intention of selling counts the same as a fund that has been waiting six months.
Exactly 49,597,387 shares, against 460,615 shares a day averaged over 20 sessions. Volume source: yahoo-finance2 daily bars (symbol not in our price table), through 2026-11-06. Dollar volume $8.3M a day. Middle third — no call.
Why there is no call on this deal
The numbers above are published, but no dated call was issued. A call only goes in the ledger when the expiry falls 15 to 45 days out, the prospectus states or implies a share count, and there are at least 20 sessions of volume — and the middle third of the cohort gets no call at all, because a call on every deal is not a call. Publishing one here would be padding the scoreboard with a coin flip.
The lock-up clause, in the issuer's words
Every other free lock-up calendar tells you 180 days and moves on. This is the actual sentence the date above was computed from, so that if the words do not support the number, the number is wrong and the filing is one click away.
…curities, including the selling stockholders and the stockholders participating in the Synthetic Secondary, are subject to lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock and certain other securities held by them for up to 180 days following the date of this prospectus. See "Underwriters (Conflicts of Interest)" for a description of these lock-up agreements. 66 TABLE OF CONTENTS Upon the expiration of the lock-up agreements described above, all of such 45,013,708 shares will be eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. In addition, pursuant to the Registration Rights Agreement, certain of our existing stockholders have the right, subject to certain conditions, to require us to……
Where the share count comes from
49,597,387 shares — derived: shares outstanding after the offering, less the shares sold in it. A count the prospectus prints and a count derived from two of its other numbers are not the same quality of claim, so which one this is gets said rather than implied.
| Shares outstanding after the offering | 59,076,208 |
| Shares sold in the offering | 9,478,821 |
| Underwriters' over-allotment option | 2,109,375 |
| Locked up, coming free at expiry | 49,597,387 |
Common stock to be outstanding immediately after this offering 59,076,208 shares. Use of proceeds We estimate the net proceeds from the sale of shares by us in this offering will be approximately $125.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to increase our capitalization and financial flexibility and to create a public market for our common stock. We intend to use approximately $117.2 million of the…
Exceptions written into the lock-up (5)
Each of these is a route by which REF shares can move before 2027-01-26. The 10b5-1 carve-out is the one worth reading twice: it lets insiders put a selling plan in place during the lock-up, so the first sales can be automatic and immediate rather than discretionary and later.
- 10b5-1 plan
- bona fide gift or charitable transfer
- estate planning or family transfer
- directed share program participants
- option exercise or RSU settlement
…expected to retain at least 50% of the total number of shares acquired by them following the grant, exercise, or settlement of any equity award, as applicable, on a net basis, and excluding any shares held subject to a 10b5-1 sales plan in existence prior to the effective date of the stock ownership guidelines. 160 TABLE OF CONTENTS CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS In addition to the director and executive officer compensation arrangements discussed above under "Executive and Director Compensation," the following is a description of transactions since the beginning of 2023 and any currently proposed transactions…
The restrictions described in this paragraph are subject to limited exceptions, including for certain transfers by gift or to a charitable organization, estate planning transfers, transfers to affiliates, family members or trusts, transfers to nominees or custodians of persons or entities to whom such 178 TABLE OF CONTENTS transfers would otherwise be permitted, distributions to equityholders, transfers by operation of law, transactions relating to securities acquired in the public offering or in open market transactions after the completion…
…ions, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5.0% of our common stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest. Stockholders' Agreement In connection with the completion of this offering, we have entered into the Stockholders' Agreement with Permira and certain other stockholders. The Stockholders' Agreement governs matters related to our corporate governance and certain nomination rights with respect to our board of directors following this offering.
See "Underwriters (Conflicts of Interest)—Directed Share Program" for additional information. The underwriters expect to deliver the shares against payment in New York, New York, on or about July 31, 2026. J.P. Morgan Morgan Stanley Citigroup RBC Capital Markets Guggenheim Securities Baird William Blair BTIG Telsey Advisory Group The date of this prospectus is July 29, 2026. TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CON…
…on 49,597,387 shares of common stock outstanding as of March 28, 2026 (after giving effect to the Synthetic Secondary (as defined below)) and excludes: an aggregate of 5,023,979 shares of our common stock issuable upon exercise of outstanding stock options outstanding under our 2019 Plan as of March 28, 2026 (after giving effect to the Synthetic Secondary), at a weighted average exercise price of $7.19 per share; an aggregate of 371,010 shares of our common stock issuable upon the vesting and settlement of RSUs outstanding under the RSU Agreements as of March 28, 2026, 361,164 (after giving effect to the Synthetic Secondary) of whi…
How this reading of REF could be wrong
The lock-up period is restated 3 times in this prospectus. Issuers repeat the clause on the cover, in the summary, in the risk factors and in the underwriting section, and the wording is not always identical. The parser resolved them to one period; if a reader finds a restatement that disagrees, the quote above is the one it used.
The volume is a vendor's, not ours. REF is not in our own price table, so average daily volume comes from yahoo-finance2 daily bars (symbol not in our price table). Vendor bars for recently listed symbols are the ones most likely to be wrong.
Only 20 sessions of volume history. This is a recent IPO, and early volume is dominated by the offering itself. An average over 20 sessions of a stock that has barely traded is the weakest input on the page, and absorb days inherits every bit of that weakness.
The parser can misread a filing. That is why every number here is printed next to the words it came from. Earlier versions of this parser read the underwriters' 30-day over-allotment window as a 30-day lock-up on five deals, and double-counted one issuer's share total because the offering summary appears on both the cover and in the summary section.
Also unlocking in 2027-01 (4)
Lock-ups cluster, because IPOs cluster: these priced in the same window as REF and come free in the same month. Several heavy releases landing together is a different situation from one.
| Deal | Expiry | Shares free | Absorb days |
|---|---|---|---|
| CSQR Csquare, Inc. | 2027-01-12 | 105.0M | 50.6 sessions |
| STDN Standard Nuclear, Inc. | 2027-01-12 | 150.7M | 631 sessions |
| SCTX Scribe Therapeutics, Inc. | 2027-01-23 | — | — |
| APMD Apnimed, Inc. | 2027-01-27 | — | — |
Learn to read these clauses yourself
The flow arithmetic on this page — shares unlocking divided by average daily volume, and why the clause has to be read rather than assumed — taught step by step, free.
Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · REF's prospectus on EDGAR · what funds carried these companies at before listing