Form 4: Revolve Co-CEO Sells $4M+ Class A Stock Under 10b5-1 Plan

Revolve Group's Co-CEO, Michael Karanikolas, reported the sale of over $4 million in Class A common stock through a pre-arranged 10b5-1 trading plan.

Summary

• Michael Karanikolas, Co-Chief Executive Officer, Director, and 10% Owner of Revolve Group, Inc. (RVLV), reported multiple sales of Class A common stock.
• The transactions occurred on January 26, 2026, January 27, 2026, and January 28, 2026.
• A total of 139,010 shares of Class B common stock were converted into an equal number of Class A common stock shares and subsequently sold.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted on May 29, 2025.
• On January 26, 2026, 32,709 shares were sold at a weighted-average price of $29.76, with prices ranging from $29.39 to $30.12.
• On January 27, 2026, 56,419 shares were sold at a weighted-average price of $29.09, with prices ranging from $28.76 to $29.62.
• On January 28, 2026, 49,680 shares were sold at a weighted-average price of $28.57, with prices ranging from $28.35 to $29.33.
• Additionally, on January 28, 2026, 202 shares were sold at a weighted-average price of $29.36, with prices ranging from $29.35 to $29.37.
• The total value of shares sold across these transactions is approximately $4,039,340.67.
• Following these transactions, Michael Karanikolas beneficially owns 123,000 shares of Class A Common Stock directly and 30,141,412 shares of Class B Common Stock indirectly through MMMK Development, Inc.

Sentiment

Score: 4

Explanation: The sale of a significant number of shares by a Co-CEO and 10% owner could be viewed with slight concern by investors. However, the execution under a pre-arranged 10b5-1 plan mitigates the immediate negative implications, suggesting the sale is for personal financial planning rather than a reaction to new, adverse company information.

Positives

• No direct positives for the company or investors are indicated by an insider sale, though the pre-arranged 10b5-1 plan suggests the sale was not based on new, non-public information.

Negatives

• Insider sales, particularly by a Co-CEO and 10% owner, can sometimes be perceived by the market as a lack of confidence in the company's near-term prospects, even when executed under a pre-arranged plan.

Risks

• Potential negative market perception due to significant insider selling.
• Increased supply of shares in the market, which could exert downward pressure on the stock price.
• Reduced alignment of interests between management and shareholders if insider ownership significantly decreases over time.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

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

Industry Context

This Form 4 filing is specific to an individual insider's stock transactions and does not provide broader industry context or trends. Insider sales are a common occurrence across all industries, often for personal financial planning reasons.

Related Party Transactions

• The reporting person has shared voting and dispositive power over shares held by MMMK Development, Inc., which is the entity through which a significant portion of his beneficial ownership is held.

Stakeholder Impact

• Shareholders: May perceive the insider sale as a signal, potentially leading to short-term negative sentiment or increased scrutiny of the company's performance. The pre-arranged nature of the sale (10b5-1 plan) typically lessens the negative impact compared to unplanned sales.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this insider transaction report.

Key Dates

Keywords

Revolve Group, RVLV, Michael Karanikolas, Insider Sale, Form 4, SEC Filing, Stock Transaction, 10b5-1 Plan, Class A Common Stock, Co-CEO, Director, 10% Owner