Form 4: Revolve Co-CEO Sells RVLV Shares Under 10b5-1 Plan

Revolve Group, Inc. Co-CEO Michael Karanikolas reported the sale of 17,593 Class A Common Stock shares for approximately $459,338 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 transactions involving the company's Class A Common Stock.
• On February 11, 2026, 15,645 shares of Class B common stock were automatically converted to Class A common stock and then sold at a weighted-average price of $26.13 per share.
• On February 12, 2026, an additional 1,948 shares of Class B common stock were converted to Class A common stock and sold at a weighted-average price of $25.93 per share.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Karanikolas on May 29, 2025.
• The total number of shares sold across both dates is 17,593.
• The total proceeds from these sales are approximately $459,338.09.
• Following these specific transactions, Mr. Karanikolas indirectly holds 30,123,819 shares of Class B Common Stock through MMMK Development, Inc., and directly holds 123,000 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While insider selling can sometimes be a negative signal, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic trading based on new information.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be viewed with caution by investors, though the pre-arranged nature mitigates immediate negative sentiment.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider selling under a Rule 10b5-1 plan is a common practice for executives to diversify holdings or manage liquidity without concerns of trading on material non-public information. For an e-commerce fashion retailer like Revolve Group, such routine sales are generally not indicative of operational issues unless they represent a significant portion of an insider's total holdings or occur outside of a pre-arranged plan.

Related Party Transactions

• 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., which is the entity through which the indirect ownership is held.

Stakeholder Impact

• Shareholders: May view the insider selling with slight caution, though the 10b5-1 plan reduces the negative implication. The total shares sold represent a small fraction of the insider's overall holdings.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Key Dates

Recommendation

The insider selling, while notable, was conducted under a pre-arranged 10b5-1 plan, suggesting a planned diversification or liquidity event rather than a reaction to new negative information. The volume of shares sold is also relatively small compared to the insider's total holdings. Without additional company-specific or market-wide information, this Form 4 alone does not warrant a change in investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

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