STOCK TITAN

Insider entity trims Revolve Group (RVLV) stake under 10b5-1 plan

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

Rhea-AI Filing Summary

Revolve Group, Inc. insider activity: Co-CEO, director and 10% owner Michael Karanikolas reported pre-planned share sales conducted through entity MMMK Development, Inc. From January 26–28, 2026, MMMK converted Class B common stock into Class A and sold the resulting Class A shares.

On January 26, MMMK converted and sold 32,709 Class A shares at a weighted-average price of $29.76, in multiple trades between $29.39 and $30.12. On January 27, it converted and sold 56,419 Class A shares at a weighted-average price of $29.09, with trades between $28.76 and $29.62. On January 28, MMMK converted 49,882 Class B shares into Class A and sold them in multiple transactions between $28.35 and $29.37, including 49,680 shares at $28.57 and 202 shares at $29.36.

The Class B shares are convertible into an equal number of Class A shares at any time and have no expiration date. Following these trades, MMMK continued to beneficially own tens of millions of Class B shares, and Karanikolas also held 123,000 Class A shares directly. All sales were executed under a Rule 10b5-1 trading plan adopted on May 29, 2025.

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*
Karanikolas 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)
01/26/2026
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 01/26/2026 C 32,709 A $0(1) 32,709 I By MMMK Development, Inc.(2)
Class A Common Stock 01/26/2026 S(3) 32,709 D $29.76(4) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 01/27/2026 C 56,419 A $0(1) 56,419 I By MMMK Development, Inc.(2)
Class A Common Stock 01/27/2026 S(3) 56,419 D $29.09(5) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 01/28/2026 C 49,882 A $0(1) 49,882 I By MMMK Development, Inc.(2)
Class A Common Stock 01/28/2026 S(3) 49,680 D $28.57(6) 202 I By MMMK Development, Inc.(2)
Class A Common Stock 01/28/2026 S(3) 202 D $29.36(7) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 123,000 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) 01/26/2026 C 32,709 (1) (1) Class A Common Stock 32,709 $0 30,247,713 I By MMMK Development, Inc.(2)
Class B Common Stock (1) 01/27/2026 C 56,419 (1) (1) Class A Common Stock 56,419 $0 30,191,294 I By MMMK Development, Inc.(2)
Class B Common Stock (1) 01/28/2026 C 49,882 (1) (1) Class A Common Stock 49,882 $0 30,141,412 I By MMMK Development, Inc.(2)
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 $29.39 to $30.12, 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 $28.76 to $29.62, 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 $28.35 to $29.33, 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 $29.35 to $29.37, 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 01/28/2026
** 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 for Michael Karanikolas?

The filing reports that shares were sold through MMMK Development, Inc. From January 26–28, 2026, MMMK converted Class B into Class A shares and sold those Class A shares in several market transactions at disclosed weighted-average prices.

How many Revolve Group (RVLV) shares did MMMK Development, Inc. sell and at what prices?

MMMK Development, Inc. sold 32,709 Class A shares at a weighted-average $29.76, 56,419 at $29.09, and 49,882 in multiple trades between $28.35 and $29.37, including blocks at $28.57 and $29.36, over January 26–28, 2026.

What is the relationship between Michael Karanikolas and MMMK Development, Inc. in the RVLV Form 4?

Michael Karanikolas is a stockholder of MMMK Development, Inc. and has shared voting and dispositive power over the shares it holds. The reported Revolve Group share transactions were carried out by MMMK, with Karanikolas reporting them as an indirect beneficial owner.

How are Revolve Group (RVLV) Class B and Class A shares related in this insider filing?

The filing states that Revolve Group Class B common stock is convertible into an equal number of Class A shares at any time. On the reported dates, sales of Class B shares triggered automatic conversion into the same number of Class A shares before those Class A shares were sold.

Was the Revolve Group (RVLV) insider selling done under a trading plan?

Yes. The Form 4 explains that the sales were effected under a Rule 10b5-1 trading plan. That pre-arranged plan was adopted by the reporting person on May 29, 2025, and governed the timing and amount of the January 2026 share sales.

What Revolve Group (RVLV) holdings did Michael Karanikolas report after these transactions?

After the reported transactions, MMMK Development, Inc. beneficially owned over 30 million shares of Class B common stock. Separately, the Form 4 shows that Michael Karanikolas directly held 123,000 shares of Revolve Group Class A common stock as of the latest reported line.
Revolve Group

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RVLV Stock Data

2.01B
40.15M
0.66%
121.16%
10.04%
Internet Retail
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United States
CERRITOS