Revolve Group Inc
For the period ended Dec 31, 2023. Filed Feb 27, 2024.
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FY2023 · Filed Feb 27, 2024
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Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report or incorporated herein by reference:
(a)Financial Statements. Our Consolidated Financial Statements listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this report.
(b)Financial Statement Schedules. Schedules are omitted because the required information is inapplicable or immaterial, or the information is presented in the consolidated financial statements or related notes.
(c)Exhibits. The exhibits listed in the Exhibit Index immediately below are filed as part of this report or are incorporated by reference herein.
EXHIBIT INDEX
| ExhibitNumber | Description | Form | File No. | Exhibit No. | Filing Date | Filed/FurnishedHerewith |
|---|---|---|---|---|---|---|
| 3.1 | Certificate of Incorporation of Revolve Group, Inc. | 10-Q | 001-38927 | 3.1 | August 12, 2019 | |
| 3.2 | Amended and Restated Bylaws of Revolve Group, Inc. | 8-K | 001-38927 | 3.1 | October 27, 2022 | |
| 4.1 | Specimen Common Stock Certificate of the registrant | S-1/A | 333-227614 | 4.1 | November 21, 2018 | |
| 4.2 | Description of Securities | 10-K | 001-38927 | 4.2 | February 23, 2023 | |
| 10.1+ | Form of Director and Executive Officer Indemnification Agreement | S-1/A | 333-227614 | 10.1 | October 9, 2018 | |
| 10.2+ | Form of Registration Rights Agreement | S-1/A | 333-227614 | 10.2 | October 9, 2018 | |
| 10.3+ | Advance Holdings, LLC 2013 Equity Incentive Plan | S-1/A | 333-227614 | 10.3 | October 9, 2018 | |
| 10.4+ | Form of Option Agreement under the 2013 Advance Holdings, LLC Equity Incentive Plan | S-1/A | 333-227614 | 10.4 | October 9, 2018 | |
| 10.5+ | 2019 Equity Incentive Plan | S-1/A | 333-227614 | 10.5 | March 14, 2019 | |
| 10.6+ | Form of Notice of Stock Option Grant and Stock Option Agreement under the 2019 Equity Incentive Plan | S-1/A | 333-227614 | 10.6 | March 14, 2019 | |
| 10.7+ | Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the 2019 Equity Incentive Plan | S-1/A | 333-227614 | 10.7 | March 14, 2019 | |
| 10.8+ | 2019 Employee Stock Purchase Plan | S-1/A | 333-227614 | 10.8 | March 14, 2019 | |
| 10.9+ | Revolve Group, Inc. Executive Incentive Compensation Plan | S-1/A | 333-227614 | 10.9 | October 9, 2018 | |
| 10.10+ | Outside Director Compensation Policy | S-1/A | 333-227614 | 10.16 | October 9, 2018 | |
| 10.11 | Amended and Restated Credit Agreement, dated as of March 23, 2021, by and among Alliance Apparel Group, Inc., Eminent, Inc., Advance Development, Inc, Revolve Group, Inc., Twist Holdings, LLC, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders. | 8-K | 001-38927 | 10.1 | March 26, 2021 | |
| 10.12+ | Executive Employment Agreement between Eminent, Inc. and Michael Karanikolas | S-1/A | 333-227614 | 10.12 | October 9, 2018 | |
| 10.13+ | Executive Employment Agreement between Eminent, Inc. and Michael Mente | S-1/A | 333-227614 | 10.13 | October 9, 2018 | |
| 10.14+ | Executive Employment Agreement between Eminent, Inc. and Jesse Timmermans | S-1/A | 333-227614 | 10.14 | October 9, 2018 | |
| 10.15 | LIBOR Transition Amendment, dated as of May 11, 2023, to Amended and Restated Credit Agreement, dated as of March 23, 2021, by and among Alliance Apparel Group, Inc., Eminent, Inc., Advance Development, Inc, Revolve Group, Inc., Twist Holdings, LLC, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders. | 10-Q | 001-38927 | 10.1 | August 2, 2023 | |
| 21.1 | Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | X |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-15(d) and 15d-15(e) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 32.1* | Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 97.1 | Compensation Recovery Policy | X |
| 101.INS | Inline XBRL Instance Document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | X |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | X |
- Indicates a management contract or compensatory plan.
- The certifications attached as Exhibit 32.1 accompanying this report are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Revolve Group, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, irrespective of any general incorporation language contained in such filing.
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