STOCK TITAN

Revolve Group (RVLV) co-CEO and 10% owner reports Class B to A conversions and sales

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

Rhea-AI Filing Summary

Revolve Group, Inc. insider trading report: A director, 10% owner and Co-Chief Executive Officer reported multiple transactions involving Class B and Class A common stock through MMMK Development, Inc.

On 12/18/2025, 88,444 shares of Class B common stock were converted into Class A at $0 and the same number of Class A shares were sold at a weighted-average price of $28.41. On 12/19/2025, 78,619 Class B shares were converted and the same number of Class A shares were sold at a weighted-average price of $28.78. On 12/22/2025, 63,045 Class B shares were converted and the same number of Class A shares were sold at a weighted-average price of $29.67. These sales were made under a Rule 10b5-1 trading plan adopted on May 29, 2025. Class B shares are convertible into an equal number of Class A shares at any time and have no expiration date. Following the transactions, the insider indirectly held 30,474,618 Class A shares through MMMK Development, Inc. and held 35,331 additional Class A shares through derivative securities.

Positive

  • None.

Negative

  • None.
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*
Mente Michael

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CO-CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025
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 12/18/2025 C 88,444 A $0(1) 88,444 I By MMMK Development, Inc.(2)
Class A Common Stock 12/18/2025 S(3) 88,444 D $28.41(4) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 12/19/2025 C 78,619 A $0(1) 78,619 I By MMMK Development, Inc.(2)
Class A Common Stock 12/19/2025 S(3) 78,619 D $28.78(5) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 12/22/2025 C 63,045 A $0(1) 63,045 I By MMMK Development, Inc.(2)
Class A Common Stock 12/22/2025 S(3) 63,045 D $29.67(6) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 73,000 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) 12/18/2025 C 88,444 (1) (1) Class A Common Stock 88,444 $0 30,616,282 I By MMMK Development, Inc.(2)
Class B Common Stock (1) 12/19/2025 C 78,619 (1) (1) Class A Common Stock 78,619 $0 30,537,663 I By MMMK Development, Inc.(2)
Class B Common Stock (1) 12/22/2025 C 63,045 (1) (1) Class A Common Stock 63,045 $0 30,474,618 I By MMMK Development, Inc.(2)
Class B Common Stock (1) (1) (1) Class A Common Stock 35,331 35,331 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 reporting person is a stockholder of MMMK Development, Inc. and has shared voting and dispositive power over the shares held by MMMK Development, Inc.
3. 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.
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 $27.86 to $28.65, 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 $28.06 to $28.99, 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 $29.03 to $29.945, 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 12/22/2025
** 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.

FAQ

What insider transactions did Revolve Group (RVLV) report in this Form 4?

The filing reports that a director, 10% owner and Co-Chief Executive Officer converted shares of Class B common stock into Class A common stock and sold the resulting Class A shares on three dates in December 2025 through MMMK Development, Inc.

How many Revolve Group (RVLV) shares were sold and at what prices?

The insider sold 88,444 Class A shares at a weighted-average price of $28.41 on 12/18/2025, 78,619 Class A shares at $28.78 on 12/19/2025, and 63,045 Class A shares at $29.67 on 12/22/2025.

How were the Class B and Class A shares of Revolve Group (RVLV) related in this filing?

The filing states that shares of Class B common stock are convertible into an equal number of Class A common stock at any time at the holder’s election and have no expiration date. On each transaction date, the number of Class B shares converted matched the number of Class A shares sold.

Were the Revolve Group (RVLV) insider sales made under a Rule 10b5-1 trading plan?

Yes. The explanation notes that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 29, 2025.

What is the insider’s remaining Revolve Group (RVLV) ownership after these transactions?

After the reported transactions, the insider indirectly beneficially owned 30,474,618 shares of Class A common stock through MMMK Development, Inc., and beneficially owned 35,331 additional Class A shares through derivative securities.

What role does MMMK Development, Inc. play in these Revolve Group (RVLV) insider holdings?

The filing states that the reporting person is a stockholder of MMMK Development, Inc. and has shared voting and dispositive power over the shares of Revolve Group, Inc. held by MMMK Development, Inc.

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2.13B
40.15M
0.66%
121.16%
10.04%
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CERRITOS