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Q - Revolve Group,

For the period ended Jun 30, 2025. Filed Aug 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 5, 2025

RVLV$18.53-2.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-06.

0000950170-25-064526

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0000950170-25-103103

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 161 previous paragraphs and 161 current paragraphs.

121 unchanged; 28 reworded; 7 added; 12 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 15 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

The increase in net sales for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a 5.3% increase in the number of orders shipped combined with a lower proportion of returned purchases, partially offset by a 1.3% decrease in the average order value.

Current report

The increase in fulfillment expenses for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in the number of units processed. The decrease in fulfillment expenses as a percentage of net sales was primarily due to a lower proportion of returned purchases, partially offset by a decrease in average order value.

Current report

The increase in selling and distribution expenses for the six months ended June 30, 2025, as compared to the same period in 2024, was due to increases in orders placed and net sales that resulted in a $1.8 million increase in shipping and handling costs, a $1.3 million increase in merchant processing fees, a $0.9 million increase in customer service expenses and a $0.9 million increase in other selling expenses. The decrease in selling and distribution expenses as a percentage of net sales was primarily due to a lower proportion of returned purchases and lower shipping rates as compared to the same period in the prior year, partially offset by a decrease in average order value.

Current report

Net cash used in investing activities was $7.0 million and $4.1 million for the six months ended June 30, 2025 and 2024, respectively.
Removed paragraphs (12)

Previous report

Net cash used in investing activities was $2.3 million and $1.7 million for the three months ended March 31, 2025 and 2024, respectively.
Reworded paragraphs (28)

Previous wording

REVOLVE is the next-generation fashion retailer for Millennial and Generation Z consumers. As a trusted premium lifestyle brand and a go-to online source for discovery and inspiration, we deliver exceptional service and an engaging customer experience with a vast yet curated offering totaling over 110,000 apparel and footwear styles, as well as beauty, accessories and home products. Our dynamic platform connects a deeply engaged community of millions of consumers, thousands of global fashion influencers and over 1,400 emerging, established and owned brands. Through more than 20 years of continued investment in technology, data analytics and innovative marketing and merchandising strategies, we have built a powerful platform and brand that we believe is connecting with the next generation of consumers and is redefining fashion retail for the 21st century.

Current wording

REVOLVE is the next-generation fashion retailer for Millennial and Generation Z consumers. As a trusted premium lifestyle brand and a go-to online source for discovery and inspiration, we deliver exceptional service and an engaging customer experience with a vast yet curated offering totaling over 110,000 apparel and footwear styles, as well as beauty, accessories and home products as of December 31, 2024. Our dynamic platform connects a deeply engaged community of millions of consumers, thousands of global fashion influencers and over 1,400 emerging, established and owned brands as of December 31, 2024. Through more than 20 years of continued investment in technology, data analytics and innovative marketing and merchandising strategies, we have built a powerful platform and brand that we believe is connecting with the next generation of consumers and is redefining fashion retail for the 21st century.

Previous wording

To provide investors with additional information regarding our financial results, we have disclosed in the table above and elsewhere in this report Adjusted EBITDA, a non-GAAP financial measure that we calculate as net income before other income, net; taxes; and depreciation and amortization; adjusted to exclude the effects of equity-based compensation expense, certain transaction costs and certain non-routine items. We have provided below a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items, and may include other expenses, costs and non-recurring items.

Current wording

To provide investors with additional information regarding our financial results, we have disclosed in the table above and elsewhere in this report Adjusted EBITDA, a non-GAAP financial measure that we calculate as net income before other expense (income), net; taxes; and depreciation and amortization; adjusted to exclude the effects of equity-based compensation expense, certain transaction costs and certain non-routine items. We have provided below a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items, and may include other expenses, costs and non-recurring items.

Previous wording

A reconciliation of Adjusted EBITDA to net income for the three months ended March 31, 2025 and 2024 is as follows:

Current wording

A reconciliation of Adjusted EBITDA to net income for the three and six months ended June 30, 2025 and 2024 is as follows:

Previous wording

Total orders placed increased in the three months ended March 31, 2025 compared to the same period in 2024, primarily due to our increased engagement with our existing customers and acquisition of new customers through our sales and marketing efforts. Although the impact, if any, is uncertain, customer behavior may be adversely affected by changes in trade policies and other macroeconomic factors. See the section titled “—Factors Affecting Our Performance—Overall Economic Trends.”

Current wording

Total orders placed increased in the three and six months ended June 30, 2025 compared to the same periods in 2024, primarily due to our increased engagement with our existing customers and acquisition of new customers through our sales and marketing efforts. Although the impact, if any, is uncertain, customer behavior may be adversely affected by changes in trade policies and other macroeconomic factors. See the section titled “—Factors Affecting Our Performance—Overall Economic Trends.”

Previous wording

Average order value decreased in the three months ended March 31, 2025, relative to the same period in 2024, primarily due to a lower percentage of sales at full price.

Current wording

Average order value decreased in the three and six months ended June 30, 2025, relative to the same periods in 2024, primarily due to a shift in product mix.

Previous wording

As of May 6, 2025, the U.S. government had imposed incremental tariffs of 145% on goods imported from China, from which we source a significant portion of our products, subject to certain exceptions. This tariff rate is comprised of a 20% tariff rate imposed under the International Emergency Economic Powers Act, or the IEEPA, in March 2025 and a 125% reciprocal tariff imposed in April 2025. When factoring in the pre-existing Section 301 tariffs of 7.5%, our total tariff rate on goods imported from China is 152.5%. This is in addition to the baseline Harmonized Tariff Schedule, or HTS, tariffs, which vary by product. In addition, U.S. tariffs on goods imported from other countries from which we source products include an incremental reciprocal tariff of 10% imposed in April 2025. Heightened tariffs, particularly on Chinese goods, directly impact our owned brand products and, to a lesser extent, a limited number of third-party branded products for which we are the importer of record. In addition, we face various indirect exposures to the effects of heightened tariffs from other third-party brands. If U.S. tariffs on China or other countries from which we source products are sustained at heightened levels, it will increase our cost of sales and may also increase the price of our products. Raising prices of our products could adversely impact customer demand. In addition, heightened tariffs may adversely impact our ability to acquire products on acceptable terms and may also adversely impact global logistics, which may result in our inability to purchase sufficient inventory to meet customer demand and in turn materially and adversely impact our net sales. Furthermore, these and future changes in trade policy may adversely impact the macroeconomic environment, consumer sentiment and international demand if consumers outside of the United States boycott U.S. retailers. If we are not able to adjust our inventory levels and our inventory assortment in response to reduced customer demand, our gross margin may be adversely impacted.

Current wording

Since May 2025, the U.S. government has imposed incremental tariffs of 30% on most goods imported from China, from which we source a significant portion of our products, subject to certain exceptions. This tariff rate is comprised of a 20% tariff rate imposed under the International Emergency Economic Powers Act, or the IEEPA, since March 2025, and a temporarily reduced 10% reciprocal tariff imposed since May 2025. When factoring in the pre-existing Section 301 tariffs of 7.5%, our total tariff rate on goods imported from China is 37.5%. This rate may change, and at various points throughout the preceding quarter, this total tariff rate on goods imported from China reached 152.5%. These tariffs are in addition to the baseline Harmonized Tariff Schedule, or HTS, tariffs, which vary by product. In addition, U.S. tariffs on goods imported from other countries from which we source products included an incremental reciprocal tariff of 10% imposed since April 2025. On July 31, 2025, an executive order was issued imposing further modification to the reciprocal tariff rates for certain countries effective on August 7, 2025, including higher reciprocal tariff rates for countries such as Japan, Turkey, Indonesia and India. Heightened tariffs, particularly on Chinese goods, directly impact our owned brand products and, to a lesser extent, a limited number of third-party branded products for which we are the importer of record. In addition, we face various indirect exposures to the effects of heightened tariffs from other third-party brands. If U.S. tariffs on China or other countries from which we source products are sustained at heightened levels, it will increase our cost of sales and may also increase the price of our products. Raising prices of our products could adversely impact customer demand. In addition, heightened tariffs may adversely impact our ability to acquire products on acceptable terms and may also adversely impact global logistics, which may result in our inability to purchase sufficient inventory to meet customer demand and in turn materially and adversely impact our net sales. Furthermore, these and future changes in trade policy may adversely impact the macroeconomic environment, consumer sentiment and international demand if consumers outside of the United States boycott U.S. retailers. If we are not able to adjust our inventory levels and our inventory assortment in response to reduced customer demand, our gross margin may be adversely impacted.

Previous wording

If our marketing efforts do not connect with our customer or fail to cost-effectively promote our brands or convert impressions into new customers, our net sales growth and profitability will be adversely affected. Competition for social media and influencer-based marketing channels continues to increase, making it more difficult to differentiate ourselves and cost-effectively acquire customers. Furthermore, changes in the user experience on social media platforms, including a shift towards video and the level of recommended content as well as changes in privacy practices by third parties, may make it more difficult to gain customer awareness and cost-effectively acquire and retain customers. Apple Inc. has imposed requirements for consumer disclosures regarding privacy practices, and has implemented an application tracking transparency framework that requires opt-in consent for certain types of tracking. This transparency framework was launched in April 2021 and has made it more difficult and costly to acquire and retain customers. Additionally, in June 2023, Apple announced new software development kit, or SDK, privacy controls that it has integrated into iOS 17, which was released in September 2023, including new protections designed to limit tracking or identification of user devices. In February 2022, Google announced its Privacy Sandbox initiative for Android, a multi-year effort expected to restrict tracking activity and limit advertisers’ ability to collect app and user data across Android devices, and in July 2024, announced its change from a previously-announced plan to stop supporting third-party cookies in its Google Chrome browser as a part of this initiative.

Current wording

If our marketing efforts do not connect with our customer or fail to cost-effectively promote our brands or convert impressions into new customers, our net sales growth and profitability will be adversely affected. The social media and influencer-based marketing landscape continues to shift and competition remains intense, which may adversely impact our ability to differentiate ourselves and cost-effectively acquire and retain customers. Furthermore, changes in the user experience on search, social media and other platforms, including recent developments in artificial intelligence, or AI, and the introduction of large language models, or LLMs, a shift towards video and the level of recommended content as well as changes in privacy practices by third parties, may make it more difficult to gain customer awareness and cost-effectively acquire and retain customers. For example, in March 2025, Google introduced an experimental AI mode within its search platform and other platforms have or may in the future launch similar functionality, which may change consumer search behavior and affect our ability to cost-effectively acquire and retain customers. Additionally, Apple Inc. has imposed requirements for consumer disclosures regarding privacy practices, and has implemented an application tracking transparency framework that requires opt-in consent for certain types of tracking. This transparency framework was launched in April 2021 and has made it more difficult and costly to acquire and retain customers. In June 2023, Apple announced new software development kit, or SDK, privacy controls that it has integrated into iOS 17, which was released in September 2023, including new protections designed to limit tracking or identification of user devices. Additionally, Apple Inc. recently updated Apple Mail, including automated inbox categorization, sender-level grouping, and AI-generated email previews. These changes may reduce the visibility and effectiveness of our email communications, which could negatively impact customer engagement and, over time, affect customer retention. In February 2022, Google announced its Privacy Sandbox initiative for Android, a multi-year effort expected to restrict tracking activity and limit advertisers’ ability to collect app and user data across Android devices, and in July 2024, announced its change from a previously-announced plan to stop supporting third-party cookies in its Google Chrome browser as a part of this initiative.

Previous wording

Our success is impacted not only by efficient and effective customer acquisition and growth in brand awareness, but also by our ability to retain customers, engage with our community and encourage repeat purchases. Existing customers, whom we define as customers in a year who have purchased from us in any prior year, account for a greater and greater share of active customers over time.

Current wording

Our success is impacted not only by efficient and effective customer acquisition and growth in brand awareness, but also by our ability to retain customers, engage with our community and encourage repeat purchases. Existing customers, whom we define as customers in a year who have purchased from us in any prior year, account for a greater and greater share of active customers, orders placed and net sales over time.

Previous wording

In the near-term, we may experience shifts in merchandise mix as a result of changes in customer demand driven by the effects of tariffs, as well as a decrease in the contribution of owned brand products and certain third-party branded products that face greater direct exposure to the impact of heightened tariffs. Shifts in merchandise mix could adversely impact our overall gross margin.

Current wording

In the near-term, we may experience shifts in merchandise mix as a result of changes in customer demand driven by the effects of tariffs, as well as a decrease in the contribution of certain third-party branded products that face greater direct exposure to the impact of heightened tariffs. Shifts in merchandise mix could adversely impact our overall gross margin.

Previous wording

We leverage our platform and technology to buy and manage our inventory, including merchandise assortment and fulfillment center optimization. We utilize a data-driven “read and react” buying process to merchandise and curate the latest on-trend fashion. We generally make shallow initial inventory buys and then use our proprietary technology tools to identify and re-order best sellers, taking into account customer feedback across a variety of key metrics, which allows us to manage inventory and fashion risk. To ensure sufficient availability of merchandise, we generally purchase inventory in advance and frequently before apparel trends are confirmed. As a result, we are vulnerable to demand and pricing shifts and to suboptimal selection and timing of merchandise purchases. In the normal course of business, we incur inventory valuation adjustments, which impacts our gross margin. Moreover, our inventory investments will fluctuate with the needs of our business. For example, entering new categories will require additional investments in inventory. In addition, increased tariffs and global trade instability could also negatively impact customer demand, our supply chain and cost to source from China and other countries, which in turn could adversely impact our ability to manage our inventory at appropriate levels. Shifts in inventory levels may result in fluctuations in the percentage of full price sales, levels of markdowns, merchandise mix, as well as gross margin.

Current wording

We leverage our platform and technology to buy and manage our inventory, including merchandise assortment and fulfillment center optimization. We utilize a data-driven “read and react” buying process to merchandise and curate the latest on-trend fashion. We generally make shallow initial inventory buys and then use our proprietary technology tools to identify and re-order best sellers, taking into account customer feedback across a variety of key metrics, which allows us to manage inventory and fashion risk. To ensure sufficient availability of merchandise, we generally purchase inventory in advance and frequently before apparel trends are confirmed. As a result, we are vulnerable to demand and pricing shifts and to suboptimal selection and timing of merchandise purchases. In the normal course of business, we incur inventory valuation adjustments, which are reflected in our gross margin. Moreover, our inventory investments will fluctuate with the needs of our business. For example, entering new categories will require additional investments in inventory. In addition, increased tariffs and global trade instability could also negatively impact customer demand, our supply chain and cost to source from China and other countries, which in turn could adversely impact our ability to manage our inventory at appropriate levels. Shifts in inventory levels may result in fluctuations in the percentage of full price sales, levels of markdowns, merchandise mix, as well as gross margin.

Previous wording

The REVOLVE segment contributes to a majority of our net sales, representing 85.7% and 84.9% of our net sales for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025 and 2024, REVOLVE generated $254.4 million and $229.6 million in net sales, respectively, representing an increase of 10.8%. The net sales increase in the three months ended March 31, 2025, as compared to the same period in 2024, was primarily due to a lower proportion of returned purchases and an increase in the number of orders shipped.

Current wording

The REVOLVE segment contributes to a majority of our net sales, representing 86.9% of our net sales for the three months ended June 30, 2025 and 2024, and 86.3% and 85.9% of our net sales for the six months ended June 30, 2025 and 2024, respectively. During the three months ended June 30, 2025 and 2024, REVOLVE generated $268.4 million and $245.5 million in net sales, respectively, representing an increase of 9.3%. During the six months ended June 30, 2025 and 2024, REVOLVE generated $522.8 million and $475.1 million in net sales, respectively, representing an increase of 10.0%. The net sales increase in the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to an increase in the number of orders shipped and a lower proportion of returned purchases, partially offset by a decrease in average order value.

Previous wording

The FWRD segment contributes to a smaller portion of our overall net sales, representing 14.3% and 15.1% of our net sales for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025 and 2024, FWRD generated $42.4 million and $41.0 million in net sales, respectively, representing an increase of 3.3%. The net sales increase in the three months ended March 31, 2025, as compared to the same period in 2024, was primarily due to a lower proportion of returned purchases and an increase in the number of orders shipped, partially offset by a decrease in average order value.

Current wording

The FWRD segment contributes to a smaller portion of our overall net sales, representing 13.1% of our net sales for the three months ended June 30, 2025 and 2024, and 13.7% and 14.1% of our net sales for the six months ended June 30, 2025 and 2024, respectively. During the three months ended June 30, 2025 and 2024, FWRD generated $40.6 million and $36.9 million in net sales, respectively, representing an increase of 9.8%. During the six months ended June 30, 2025 and 2024, FWRD generated $82.9 million and $77.9 million in net sales, respectively, representing an increase of 6.4%. The net sales increase in the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to an increase in the number of orders shipped, partially offset by a decrease in average order value.

Previous wording

Net sales to customers in the United States contributed to 80.6% and 81.0% of our net sales for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025 and 2024, net sales to customers in the United States were $239.2 million and $219.1 million, respectively, representing an increase of 9.2%.

Current wording

Net sales to customers in the United States contributed to 78.2% and 79.7% of our net sales for the three months ended June 30, 2025 and 2024, respectively, and 79.4% and 80.3% of our net sales for the six months ended June 30, 2025 and 2024, respectively. During the three months ended June 30, 2025 and 2024, net sales to customers in the United States were $241.6 million and $225.1 million, respectively, representing an increase of 7.4%. During the six months ended June 30, 2025 and 2024, net sales to customers in the United States were $480.9 million and $444.2 million, respectively, representing an increase of 8.3%.

Previous wording

Net sales to customers outside of the United States contributed to 19.4% and 19.0% of our net sales for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025 and 2024, net sales to customers outside of the United States were $57.5 million and $51.4 million, respectively, representing an increase of 11.7%.

Current wording

Net sales to customers outside of the United States contributed to 21.8% and 20.3% of our net sales for the three months ended June 30, 2025 and 2024, respectively, and 20.6% and 19.7% of our net sales for the three months ended June 30, 2025 and 2024, respectively. During the three months ended June 30, 2025 and 2024, net sales to customers outside of the United States were $67.3 million and $57.4 million, respectively, representing an increase of 17.3%. During the six months ended June 30, 2025 and 2024, net sales to customers outside of the United States were $124.8 million and $108.8 million, respectively, representing an increase of 14.7%.

Previous wording

Marketing expenses consist primarily of targeted online performance marketing costs, such as paid search/product listing ads, affiliate marketing, paid social, retargeting, search engine optimization, personalized email and SMS marketing, and mobile “push” communications through our mobile applications. Marketing expenses also consist of investment in brand marketing channels, including events, payments to influencers and other forms of online and offline marketing. Marketing expenses are primarily related to growing and retaining our customer base and building the REVOLVE and FWRD brands. Over the long term, we expect marketing expenses to increase in absolute dollars as we continue to scale our business, and may fluctuate as a percentage of sales depending on net sales volume, the level of marketing investment in a particular period and the competitive environment. We may make opportunistic investments in marketing initiatives that may increase marketing as a percentage of net sales to levels in excess of historical levels for certain quarters or periods of time in the future.

Current wording

Marketing expenses consist primarily of costs to execute targeted marketing campaigns across free and paid channels, such as paid search/product listing ads, affiliate marketing, paid social, retargeting, search engine optimization, personalized email and SMS marketing, and mobile “push” communications through our mobile applications. Marketing expenses also consist of investment in brand marketing channels, including events, payments to influencers and other forms of online and offline marketing. Marketing expenses are primarily related to growing and retaining our customer base and building the REVOLVE and FWRD brands. Over the long term, we expect marketing expenses to increase in absolute dollars as we continue to scale our business, and may fluctuate as a percentage of sales depending on net sales volume, the level of marketing investment in a particular period and the competitive environment. We may make opportunistic investments in marketing initiatives that may increase marketing as a percentage of net sales to levels in excess of historical levels for certain quarters or periods of time in the future.

Previous wording

Other income, net consists primarily of interest income on our money market funds, partially offset by foreign currency exchange gains and losses and fees associated with our line of credit. For the three months ended March 31, 2024, other income, net also includes $2.8 million of insurance proceeds related to a settled legal matter.

Current wording

Other expense (income), net consists primarily of interest income on our money market funds, partially offset by foreign currency exchange gains and losses and fees associated with our line of credit. For the three and six months ended June 30, 2025, other expense (income), net also includes a $2.4 million loss on deconsolidation of subsidiary. For the six months ended June 30, 2024, other expense (income), net includes $2.8 million of insurance proceeds related to a settled legal matter.

Previous wording

The increase in net sales for the three months ended March 31, 2025, as compared to the same period in 2024, was primarily due to a lower proportion of returned purchases combined with a 3.8% increase in the number of orders shipped, partially offset by a 1.3% decrease in the average order value.

Current wording

The increase in net sales for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a 6.7% increase in the number of orders shipped combined with a lower proportion of returned purchases, partially offset by a 2.0% decrease in the average order value.

Previous wording

Net sales in the REVOLVE segment increased 10.8% to $254.4 million in the three months ended March 31, 2025 compared to net sales of $229.6 million in the same period in 2024. Net sales in the FWRD segment increased 3.3% to $42.4 million in the three months ended March 31, 2025 as compared to net sales of $41.0 million in the same period in 2024.

Current wording

Net sales in the REVOLVE segment increased 9.3% to $268.4 million in the three months ended June 30, 2025 compared to net sales of $245.5 million in the same period in 2024. Net sales in the FWRD segment increased 9.8% to $40.6 million in the three months ended June 30, 2025 as compared to net sales of $36.9 million in the same period in 2024.

Previous wording

Fulfillment expenses for the three months ended March 31, 2025 were relatively flat as compared to the same period in 2024. The decrease in fulfillment expenses as a percentage of net sales was primarily due to a lower proportion of returned purchases.

Current wording

The increase in fulfillment expenses for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in the number of units processed. The decrease in fulfillment expenses as a percentage of net sales was primarily due to a lower proportion of returned purchases, partially offset by a decrease in average order value.

Previous wording

The increase in selling and distribution expenses for the three months ended March 31, 2025, as compared to the same period in 2024, was due to a $0.6 million increase in merchant processing fees, a $0.5 million increase in customer service expenses and a $0.4 million increase in other shipping expenses. The decrease in selling and distribution expenses as a percentage of net sales was primarily due to lower shipping rates and a lower proportion of returned purchases as compared to the same period in the prior year, partially offset by a decrease in average order value.

Current wording

The increase in selling and distribution expenses for the three months ended June 30, 2025, as compared to the same period in 2024, was due to increases in orders placed and net sales that resulted in a $1.6 million increase in shipping and handling costs, a $0.7 million increase in merchant processing fees, a $0.5 million increase in customer service expenses and a $0.6 million increase in other selling expenses. The decrease in selling and distribution expenses as a percentage of net sales was primarily due to a lower proportion of returned purchases and lower shipping rates as compared to the same period in the prior year, partially offset by a decrease in average order value.

Previous wording

The increase in general and administrative expenses for the three months ended March 31, 2025, as compared to the same period in 2024, was primarily due to a $1.8 million increase related to professional services and other occupancy costs, a $1.6 million increase in salaries and related benefits, a $0.2 million increase in equity-based compensation expense and a $1.3 million increase in other operating expenses. The increase in general and administrative expenses as a percentage of net sales was driven by growth in general and administrative expenses outpacing growth in net sales.

Current wording

The increase in general and administrative expenses for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a $1.9 million increase in salaries and related benefits and equity-based compensation expense, a $1.5 million increase related to professional services and other occupancy costs, a $0.4 million increase in non-routine and transaction costs and a $1.0 million increase in other operating expenses. The increase in general and administrative expenses as a percentage of net sales was driven by growth in general and administrative expenses outpacing growth in net sales.

Previous wording

The increase in the effective tax rate for the three months ended March 31, 2025, as compared to the same period in 2024, was primarily due to an increase in valuation allowance against deferred income tax assets, partially offset by an increase in excess tax benefits related to the exercise of non-qualified stock options.

Current wording

The increase in the effective tax rate for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in valuation allowance against deferred income tax assets.

Previous wording

The increase in cost of sales for the three months ended March 31, 2025, as compared to the same period in 2024, was primarily due to an increase in net sales. The increase in cost of sales as a percentage of net sales was primarily due to a lower percentage of full price sales and deeper markdowns on markdown sales, partially offset by a lower mix of third-party brand sales. Third-party brand sales generally carry lower gross margins than that of owned brand sales.

Current wording

The increase in cost of sales for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in net sales. The increase in cost of sales as a percentage of net sales was primarily due to a lower percentage of full price sales and deeper markdowns on markdown sales, partially offset by a lower mix of third-party brand sales.

Previous wording

The increase in marketing expenses for the three months ended March 31, 2025, as compared to the same period in 2024, was due to a $4.4 million increase in performance marketing expense, partially offset by a $3.3 million decrease in brand marketing expense. The decrease in marketing expenses as a percentage of net sales was primarily due to efficiencies in our brand marketing investments.

Current wording

The increase in marketing expenses for the six months ended June 30, 2025, as compared to the same period in 2024, was due to a $10.4 million increase in performance marketing expense, partially offset by a $5.2 million decrease in brand marketing expense. The decrease in marketing expenses as a percentage of net sales was primarily due to efficiencies in our brand marketing investments.

Previous wording

Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations, private sales of equity securities, the incurrence of debt, the net proceeds we received through our IPO, as well as proceeds received from the exercise of stock options.

Current wording

Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations, and to a much lesser extent, private sales of equity securities, the incurrence of debt, the net proceeds we received through our IPO, as well as proceeds received from the exercise of stock options.

Previous wording

For the three months ended March 31, 2025, we generated $45.1 million of operating cash flow as compared to $38.4 million for the same period in 2024. The increase in our operating cash flow was primarily due to favorable impact from changes in working capital and higher net income adjusted for certain non-cash items.

Current wording

For the six months ended June 30, 2025, we generated $57.8 million of operating cash flow as compared to $13.7 million for the same period in 2024. The increase in our operating cash flow was primarily due to favorable impact from changes in working capital and higher net income adjusted for certain non-cash items.

Previous wording

Our primary investing activities have consisted of purchases of property and equipment to support our fulfillment centers and our overall business growth and internally developed software for the continued development of our proprietary technology infrastructure and purchases of rental product. Purchases of property and equipment may vary from period-to-period depending on the timing and extent of the expansion of our operations.

Current wording

Our primary investing activities have consisted of purchases of property and equipment to support our fulfillment centers and our overall business growth and internally developed software for the continued development of our proprietary technology infrastructure, leasehold improvements in our retail locations and purchases of rental product. Purchases of property and equipment may vary from period-to-period depending on the timing and extent of the expansion of our operations.

Previous wording

Net cash used in financing activities was $0.5 million for the three months ended March 31, 2025, and was primarily attributable to tax withholdings on share-based payment awards, partially offset by proceeds from the exercise of stock options. Net cash used in financing activities was $8.3 million for the three months ended March 31, 2024, and was primarily attributable to repurchases of shares of our Class A common stock under our stock repurchase program.

Current wording

Net cash used in financing activities was $2.1 million for the six months ended June 30, 2025, and was primarily attributable to repurchases of shares of our Class A common stock under our stock repurchase program. Net cash used in financing activities was $10.0 million for the six months ended June 30, 2024, and was primarily attributable to repurchases of shares of our Class A common stock under our stock repurchase program.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

The increase in cost of sales for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in net sales and to a lesser extent, an increase in the cost of products related to tariffs. The decrease in cost of sales as a percentage of net sales was primarily due to a lower mix of third-party brand sales, partially offset by a lower percentage of full price sales and the impact of increased import tariff rates. Third-party brand sales generally carry lower gross margins than that of owned brand sales.

Current report — wording carried from elsewhere

The increase in marketing expenses for the three months ended June 30, 2025, as compared to the same period in 2024, was due to a $6.0 million increase in performance marketing expense, partially offset by a $1.9 million decrease in brand marketing expense. Marketing expenses expressed as a percentage of net sales for the three months ended June 30, 2025 were flat as compared to the same period in 2024.

Current report — wording carried from elsewhere

Net sales in the REVOLVE segment increased 10.0% to $522.8 million in the six months ended June 30, 2025 compared to net sales of $475.1 million in the same period in 2024. Net sales in the FWRD segment increased 6.4% to $82.9 million in the six months ended June 30, 2025 as compared to net sales of $77.9 million in the same period in 2024.

Current report — wording carried from elsewhere

The increase in general and administrative expenses for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a $3.7 million increase in salaries and related benefits and equity-based compensation expense, a $3.3 million increase related to professional services and other occupancy costs, a $1.2 million increase in transaction costs and other non-routine costs and a $1.6 million increase in other operating expenses. The increase in general and administrative expenses as a percentage of net sales was driven by growth in general and administrative expenses outpacing growth in net sales.

Current report — wording carried from elsewhere

The increase in the effective tax rate for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in valuation allowance against deferred income tax assets.