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

Revolve Group, Inc. Co-CEO Michael Karanikolas sold a total of 230,108 shares of Class A Common Stock in December 2025 through a pre-arranged trading plan.

Summary

• Michael Karanikolas, Co-Chief Executive Officer, Director, and 10% Owner of Revolve Group, Inc. (RVLV), reported a series of transactions involving the sale of Class A Common Stock.
• The transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on May 29, 2025.
• On December 18, 2025, 88,444 shares of Class B Common Stock were converted into Class A Common Stock and subsequently sold at a weighted-average price of $28.41 per share.
• On December 19, 2025, an additional 78,619 shares of Class B Common Stock were converted into Class A Common Stock and sold at a weighted-average price of $28.78 per share.
• On December 22, 2025, a further 63,045 shares of Class B Common Stock were converted into Class A Common Stock and sold at a weighted-average price of $29.67 per share.
• All conversions and sales were conducted indirectly through MMMK Development, Inc., where Mr. Karanikolas has shared voting and dispositive power.
• Following these transactions, Mr. Karanikolas directly beneficially owns 123,000 shares of Class A Common Stock and indirectly owns 30,474,618 shares of Class B Common Stock via MMMK Development, Inc.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, the execution under a pre-arranged Rule 10b5-1 plan mitigates concerns that the sales are based on new, adverse material non-public information. It is generally considered a routine personal financial management activity.

Positives

• The sales were executed under a pre-arranged Rule 10b5-1 trading plan, which suggests the transactions are part of a personal financial strategy rather than a reaction to new negative company developments.
• The weighted-average sale prices for the Class A Common Stock showed a slight increase over the three transaction dates, from $28.41 to $29.67.

Negatives

• A significant number of shares (230,108) were sold by a key insider (Co-CEO, Director, and 10% Owner), which can sometimes be perceived negatively by investors, even if planned.

Risks

• No specific risks were detailed in this Form 4 filing beyond the general market perception of insider selling, which, despite being pre-planned, can sometimes lead to speculative interpretations.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports past insider transactions.

Management Comments

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

Industry Context

This insider transaction report is specific to Revolve Group, Inc. and does not provide broader industry trends or competitive analysis. Insider trading activity, particularly under a 10b5-1 plan, is a routine disclosure for publicly traded companies across all industries.

Comparison to Industry Standards

• Form 4 filings are standard regulatory disclosures for insider transactions in U.S. public companies, aligning with SEC requirements for transparency.
• The use of a Rule 10b5-1 trading plan is a common practice among executives to sell shares systematically while mitigating concerns about trading on material non-public information. This practice is widely adopted across industries by executives at companies like Amazon, Apple, and Microsoft for personal financial planning.

Related Party Transactions

• The transactions involved shares held indirectly by MMMK Development, Inc., where the reporting person, Michael Karanikolas, is a stockholder and has shared voting and dispositive power. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: May observe a reduction in insider ownership, but the pre-planned nature of the sales (10b5-1 plan) typically lessens concerns about management's confidence in the company's future.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing, as it relates to personal shareholdings of an executive rather than operational or financial changes for the company.

Next Steps

• No specific future actions, events, or milestones for the company are mentioned in this filing, as it pertains solely to past insider trading activity.

Key Dates

Recommendation

The sales by Co-CEO Michael Karanikolas were executed under a pre-established Rule 10b5-1 trading plan, indicating a scheduled divestment rather than a reaction to new material non-public information. While insider selling can sometimes be a bearish signal, the planned nature of these transactions suggests it's part of personal financial management rather than a reflection of the company's immediate prospects. Therefore, a 'hold' recommendation is appropriate, maintaining current positions unless other fundamental changes occur.

Keywords

Revolve Group, RVLV, Insider Trading, Form 4, Stock Sale, Michael Karanikolas, 10b5-1 Plan, Co-CEO, Director, Shareholder