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Revolve Group (NYSE: RVLV) director reports Rule 10b5-1 stock sales

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

A director of Revolve Group, Inc. (RVLV) reported multiple transactions involving Class A and Class B common stock on December 2–4, 2025. On each date, shares of Class B common stock were converted into an equal number of Class A common shares at an exercise price of $0, then sold on the market.

On December 2, the director converted and sold 23,152 Class A shares at a price of $25.94. On December 3, the director converted 114,024 Class B shares into Class A and sold 108,140 shares at $26.65 and 5,884 shares at $27.11. On December 4, the director converted and sold 41,563 Class A shares at $26.02. All sales were made under a Rule 10b5‑1 trading plan adopted on May 29, 2025, and the prices reported are weighted averages over multiple trades within stated ranges.

Positive

  • None.

Negative

  • None.

Insights

Large pre‑planned insider sale by a major holder, converting Class B to Class A, modestly reducing insider concentration and increasing public float.

The filing reports that a reporting person classified as a 10% owner of Revolve Group, Inc. converted and sold an aggregate of 178,739 shares over three days. On 12/02/2025, 12/03/2025, and 12/04/2025, Class B common stock was converted into the same number of Class A shares at an exercise price of $0 and then sold in the market. After these transactions, the reporting person held 30,704,726 derivative securities (Class B common stock) directly.

The sales were executed under a Rule 10b5‑1 trading plan adopted on 05/29/2025, which indicates a pre‑set schedule for trades. Weighted‑average sale prices ranged around $25.94, $26.65, $27.11, and $26.02, with shares sold in multiple transactions within disclosed price ranges. The conversions decrease the number of super‑voting Class B shares and increase Class A shares outstanding.

Key items to monitor are any continued 10b5‑1 sales by this holder and future changes in the remaining 30,704,726 Class B shares. The pattern and pace of additional conversions or dispositions in periods after 12/04/2025 will shape how quickly voting power concentration and insider ownership evolve.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MMMK Development, Inc.

(Last) (First) (Middle)
C/O REVOLVE GROUP, INC.
12889 MOORE STREET

(Street)
CERRITOS CA 90703

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Revolve Group, Inc. [ RVLV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/02/2025 C 23,152 A $0(1) 23,152 D
Class A Common Stock 12/02/2025 S(2) 23,152 D $25.94(3) 0 D
Class A Common Stock 12/03/2025 C 114,024 A $0(1) 114,024 D
Class A Common Stock 12/03/2025 S(2) 108,140 D $26.65(4) 5,884 D
Class A Common Stock 12/03/2025 S(2) 5,884 D $27.11(5) 0 D
Class A Common Stock 12/04/2025 C 41,563 A $0(1) 41,563 D
Class A Common Stock 12/04/2025 S(2) 41,563 D $26.02(6) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 12/02/2025 C 23,152 (1) (1) Class A Common Stock 23,152 $0 30,860,313 D
Class B Common Stock (1) 12/03/2025 C 114,024 (1) (1) Class A Common Stock 114,024 $0 30,746,289 D
Class B Common Stock (1) 12/04/2025 C 41,563 (1) (1) Class A Common Stock 41,563 $0 30,704,726 D
Explanation of Responses:
1. Shares of Class B common stock are convertible into an equal number of shares of Class A common stock at any time, at the election of the holder, and have no expiration date. On the dates indicated above, the reporting person sold the number of shares of Class B common stock indicated above, resulting in the automatic conversion of such shares into an equal number of shares of Class A common stock.
2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 29, 2025.
3. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $25.86 to $26.02, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
4. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $26.075 to $27.07, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
5. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $27.09 to $27.16, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
6. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $25.88 to $26.48, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
/s/ Jodi Lumsdaine Chapin, attorney-in-fact 12/04/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Revolve Group

NYSE:RVLV

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RVLV Stock Data

1.85B
40.15M
0.66%
121.16%
10.04%
Internet Retail
Retail-catalog & Mail-order Houses
Link
United States
CERRITOS