Revolve Group (RVLV) co-CEO files Form 4 for 10b5-1 share sales

Rhea-AI Filing Summary

Revolve Group, Inc. insider files Form 4 detailing planned share sales. A co-chief executive officer, who is also a director and 10% owner, reported multiple transactions between December 2 and December 4, 2025 involving Class B and Class A common stock held through MMMK Development, Inc.

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, followed by open-market sales of the corresponding Class A shares. Reported weighted-average sale prices ranged from about $25.94 to roughly $27.11 per share, executed in multiple trades within disclosed price ranges.

The filing states that these sales were made under a Rule 10b5-1 trading plan adopted on May 29, 2025. Following the reported derivative transactions, the reporting person continued to indirectly beneficially own 30,704,726 derivative securities tied to Class A common stock through MMMK Development, Inc.

Insights

Equity Ownership Analyst

Co-CEO and 10% owner executed sizable planned sales via Class B-to-A conversions over three days, modestly reducing high-vote ownership concentration.

The filing shows the Revolve Group, Inc. **co‑chief executive officer**, who is also a **director and 10% owner**, converting and selling shares over December 2–4, 2025. Through **MMMK Development, Inc.**, 178,739 shares of Class B common stock were converted into the same number of Class A shares at an effective conversion price of $0 and then sold in full. Each day’s activity appears as a conversion (code "C") in Table II and a matching acquisition then sale in Table I through the indirect ownership entity.

The sales were made under a **Rule 10b5‑1 trading plan** adopted on May 29, 2025, which indicates the trades followed a pre-set schedule rather than ad hoc timing. Sale prices were reported as weighted averages, with ranges between about $25.86 and $27.16 across the transactions. After these trades, MMMK Development’s reported indirect Class A position for the specific lots sold is zero, while the derivative table still shows a large remaining Class B position convertible into Class A, as well as a smaller directly held derivative balance.

Class B shares are convertible into Class A at any time and have no expiration, so these transactions both raise the Class A float and slightly reduce super‑voting Class B holdings. Large, planned sales by a control-level holder can be viewed as an unfavorable ownership signal, even when structured under a 10b5‑1 plan. A useful focus point over the next few quarters is whether similar scheduled conversions and sales continue and how quickly the remaining Class B balance of over 30 million shares, as reported, declines.

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)
12/02/2025

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	I	By MMMK Development, Inc.(2)
Class A Common Stock	12/02/2025		S(3)		23,152	D	$25.94(4)	0	I	By MMMK Development, Inc.(2)
Class A Common Stock	12/03/2025		C		114,024	A	$0(1)	114,024	I	By MMMK Development, Inc.(2)
Class A Common Stock	12/03/2025		S(3)		108,140	D	$26.65(5)	5,884	I	By MMMK Development, Inc.(2)
Class A Common Stock	12/03/2025		S(3)		5,884	D	$27.11(6)	0	I	By MMMK Development, Inc.(2)
Class A Common Stock	12/04/2025		C		41,563	A	$0(1)	41,563	I	By MMMK Development, Inc.(2)
Class A Common Stock	12/04/2025		S(3)		41,563	D	$26.02(7)	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)	12/02/2025		C			23,152	(1)	(1)	Class A Common Stock	23,152	$0	30,860,313	I	By MMMK Development, Inc.(2)
Class B Common Stock	(1)	12/03/2025		C			114,024	(1)	(1)	Class A Common Stock	114,024	$0	30,746,289	I	By MMMK Development, Inc.(2)
Class B Common Stock	(1)	12/04/2025		C			41,563	(1)	(1)	Class A Common Stock	41,563	$0	30,704,726	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 $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.

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 $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.

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 $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.

7. 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.
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FAQ

What insider activity did RVLV report in this Form 4?

The Form 4 reports that a co-chief executive officer, director, and 10% owner of Revolve Group, Inc. (RVLV) converted shares of Class B common stock into Class A common stock and sold the resulting Class A shares in several transactions between December 2 and December 4, 2025 through MMMK Development, Inc..

What types of Revolve Group (RVLV) shares were involved in the transactions?

The transactions involved Class B common stock that is convertible into an equal number of Class A common shares. The reporting person converted Class B shares into Class A shares at an exercise price of $0 and then sold the Class A shares in the market.

At what prices were Revolve Group (RVLV) shares sold by the insider?

The reported Class A share sales used weighted-average prices, including about $25.94, $26.65, $27.11, and $26.02 per share. Each figure represents an aggregate price across multiple trades within specified ranges disclosed in the footnotes.

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

Yes. The filing states that the sales reported were effected under a Rule 10b5-1 trading plan adopted by the reporting person on May 29, 2025, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

What is MMMK Development, Inc.’s role in the RVLV insider holdings?

The shares were held indirectly through MMMK Development, Inc.. The reporting person is a stockholder of MMMK Development, Inc. and has shared voting and dispositive power over the shares it holds, so the holdings are reported as indirectly beneficially owned.

How many Revolve Group-related derivative securities does the insider still hold?

After the reported transactions, the Form 4 shows the insider indirectly beneficially owning 30,704,726 derivative securities related to Class A common stock, held through MMMK Development, Inc..

How were the weighted-average sale prices for RVLV shares calculated?

For each sale line, the filing explains that the reported Amount and Price are aggregate figures. The shares were sold in multiple transactions within specified price ranges, and the insider undertakes to provide full trade-level details to Revolve Group, Inc., its security holders, or SEC staff upon request.