Form 4: Revolve CFO Sells Shares Under Pre-Arranged 10b5-1 Plan
Insider Transaction Report
Revolve Group's Chief Financial Officer, Jesse Timmermans, executed planned sales of Class A Common Stock totaling 21,282 shares across three days in January 2026.
Summary
- Jesse Timmermans, Chief Financial Officer of Revolve Group, Inc. (RVLV), reported transactions involving the company's Class A Common Stock.
- On January 6, 2026, Timmermans acquired 12,053 shares of Class A Common Stock at $0 per share through the conversion of Class B Common Stock and exercised stock options for 12,053 shares (6,020 at $10.32 and 6,033 at $13.05).
- On the same day, 12,053 shares of Class A Common Stock were sold at a weighted-average price of $31.51, generating approximately $379,895.03.
- On January 7, 2026, Timmermans acquired 3,880 shares of Class A Common Stock at $0 per share through conversion and exercised stock options for 3,880 shares (3,480 at $10.32 and 400 at $13.05).
- On January 7, 2026, 3,880 shares of Class A Common Stock were sold at a weighted-average price of $31.50, generating approximately $122,220.00.
- On January 8, 2026, Timmermans acquired 5,349 shares of Class A Common Stock at $0 per share through conversion and exercised stock options for 5,349 shares (all at $13.05).
- On January 8, 2026, 5,349 shares of Class A Common Stock were sold at a weighted-average price of $31.51, generating approximately $168,587.99.
- All sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by Timmermans on March 7, 2025.
- Following these transactions, Timmermans beneficially owns 11,610 shares of Class A Common Stock directly.
- Remaining derivative securities include 0 stock options exercisable at $10.32 and 35,346 stock options exercisable at $13.05.
Sentiment
Score: 5
Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling. The transactions represent a routine exercise of options and subsequent sale for liquidity or diversification purposes.
Positives
- The Chief Financial Officer exercised stock options at strike prices significantly below the market sale price, indicating a profitable transaction for the insider.
- The transactions were executed under a Rule 10b5-1 trading plan, which demonstrates pre-planning and reduces concerns about opportunistic insider selling.
Negatives
- The insider selling of 21,282 shares, even if planned, represents a reduction in the CFO's direct equity stake in the company, which some investors might interpret as a lack of confidence.
Future Outlook
NA
Management Comments
- The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 7, 2025.
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Adoption | The reporting person adopted a Rule 10b5-1 trading plan on March 7, 2025, which governed the reported sales of Class A Common Stock. | 2025-03-07 | The adoption of a 10b5-1 plan enhances transparency and provides an affirmative defense against insider trading allegations, aligning with good corporate governance practices for insider transactions. |
Stakeholder Impact
- Shareholders: The sale of shares by a key executive could be interpreted in various ways, from routine financial planning to a signal about future company performance. However, the 10b5-1 plan context suggests it's a pre-planned event rather than a reaction to new information.
- Employees: No direct impact on employees is indicated by this filing.
Key Dates
| Date | Description |
|---|---|
| 2024-09-15 | First vesting date for certain stock options (1/5th annually). |
| 2025-03-07 | Date Rule 10b5-1 trading plan was adopted by the reporting person. |
| 2025-04-13 | Vesting and exercisability date for certain stock options. |
| 2026-01-06 | Transaction date for acquisition and disposition of 12,053 Class A Common Stock shares. |
| 2026-01-07 | Transaction date for acquisition and disposition of 3,880 Class A Common Stock shares. |
| 2026-01-08 | Transaction date for acquisition and disposition of 5,349 Class A Common Stock shares. |
| 2028-09-15 | Date when certain stock options will be fully vested and exercisable. |
| 2030-04-13 | Expiration date for stock options with an exercise price of $10.32. |
| 2033-09-15 | Expiration date for stock options with an exercise price of $13.05. |
Keywords
Revolve Group, RVLV, Insider Trading, Form 4, Stock Option Exercise, Share Sale, 10b5-1 Plan, CFO, Beneficial Ownership
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