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

Revolve Group Co-CEO Michael Mente executed sales of Class A common stock totaling 139,010 shares across three days in late January 2026, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• Michael Mente, Co-Chief Executive Officer, Director, and 10% Owner of Revolve Group, Inc. (RVLV), reported transactions involving the company's Class A common stock.
• On January 26, 2026, 32,709 shares of Class B common stock were converted into Class A common stock and subsequently sold at a weighted-average price of $29.76 per share.
• On January 27, 2026, 56,419 shares of Class B common stock were converted into Class A common stock and subsequently sold at a weighted-average price of $29.09 per share.
• On January 28, 2026, 49,882 shares of Class B common stock were converted into Class A common stock. Of these, 49,680 shares were sold at a weighted-average price of $28.57 per share, and an additional 202 shares were sold at a weighted-average price of $29.36 per share.
• All sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Mente on May 29, 2025.
• Following these transactions, Mr. Mente's indirect beneficial ownership of Class B common stock through MMMK Development, Inc. decreased from 30,247,713 shares to 30,141,412 shares.
• Mr. Mente also directly beneficially owns 73,000 shares of Class A common stock and 35,331 shares of Class B common stock.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to significant insider selling by a Co-CEO and 10% owner. While the sales were pre-planned under a 10b5-1 plan, which mitigates some of the immediate negative implications, the sheer volume of shares sold can still be interpreted as a lack of strong conviction or a move to diversify, potentially impacting investor confidence.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, which indicates the transactions were pre-scheduled and not based on immediate, non-public information, enhancing transparency and compliance.

Negatives

• Significant insider selling by a Co-CEO, Director, and 10% owner, totaling 139,010 shares, could be interpreted by the market as a signal of reduced confidence or a move to diversify holdings, potentially exerting downward pressure on the stock price.

Risks

• Market perception of insider selling, even if pre-planned, can lead to negative sentiment and potential stock price volatility.
• The sale of a substantial number of shares by a key executive and significant shareholder could raise questions among investors regarding future growth prospects or valuation.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This filing reports routine insider stock transactions and does not provide information directly related to broader industry trends or competitive landscape. However, significant insider selling in the e-commerce or fashion retail sector can sometimes be viewed in the context of executive confidence in the industry's near-term prospects.

Related Party Transactions

• The transactions involve Michael Mente, a Co-Chief Executive Officer, Director, and 10% Owner of Revolve Group, Inc., making them related-party transactions by definition.
• Mr. Mente has shared voting and dispositive power over shares held by MMMK Development, Inc., through which a significant portion of his beneficial ownership is held.

Stakeholder Impact

• Shareholders may interpret the insider selling as a signal of reduced confidence, potentially leading to negative sentiment and downward pressure on the stock price.
• Employees might observe the executive's stock sales, which could subtly influence morale or perception of the company's future.

Next Steps

• The reporting person undertakes to provide Revolve Group, Inc., any security holder, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the reported ranges.

Key Dates

Recommendation

While significant insider selling by a Co-CEO and 10% owner is generally a negative signal, the fact that these sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted months prior (May 29, 2025) suggests they are not based on new, adverse material non-public information. This mitigates the immediate 'sell' signal. However, the volume of sales still warrants caution, suggesting a 'hold' position to observe future company performance and market reaction rather than an immediate 'buy' or 'strong sell'.

Keywords

Revolve Group, RVLV, Michael Mente, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Class A Common Stock, Class B Common Stock