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Revolve Group, Inc.

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

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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.

Sep 30, 2026 · Filed Nov 3, 2026

RVLV$20.18+8.9%Stored close · as of Nov 9, 2026

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Notes to the Condensed Consolidated Financial Statements

Note 1. Description of Business

Revolve Group, Inc., or REVOLVE, is a retailer and fashion brand. Through our websites, mobile applications and other channels, we deliver an aspirational customer experience with a vast, yet curated, merchandise offering. Our dynamic platform connects a deeply engaged community of consumers, global fashion influencers, and emerging, established and owned brands. We are headquartered in Los Angeles County, California.

Note 2. Significant Accounting Policies

Basis of Presentation

Our unaudited condensed consolidated interim financial information has been prepared in accordance with Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information that are normally required by generally accepted accounting principles, or GAAP, in the United States can be condensed or omitted. These financial statements have been prepared on the same basis as our annual audited financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of our financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026 or for any other interim period or for any other future year. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. Our fiscal year ends on December 31 of each year.

The accompanying unaudited condensed consolidated financial statements and related notes thereto should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2025 contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on February 25, 2026.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include: the allowance for sales returns, the valuation of deferred tax assets, inventory, equity‑based compensation, valuation of goodwill, reserves for income tax uncertainties and other contingencies, and breakage of store credit and gift cards.

Revenue is primarily derived from the sale of apparel merchandise through our sites and, when applicable, shipping revenue. We recognize revenue through the following steps: (1) identification of the contract, or contracts, with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. A contract is created with our customer at the time the order is placed by the customer, which creates a performance obligation to deliver the product to the customer. We recognize revenue for the performance obligation at the time control of the merchandise passes to the customer, which is at the time of shipment. In addition, we have elected to treat shipping and handling as fulfillment activities and not a separate performance obligation.

We have a Loyalty Club program within the REVOLVE and FWRD segments. Eligible customers who enroll in the program will generally earn points for every dollar spent and will automatically receive a $20 reward once they earn 2,000 points. Wedefer revenue based on an allocation of the price of the customer purchase and the estimated standalone selling price of the points earned. Revenue is recognized once the reward is redeemed or expires or once unconverted points expire. Rewards generally expire 90 days after they are issued and unconverted points generally expire if a customer fails to engage in any activity that generates points for a period of one year or if their participation in the program is otherwise terminated.

In accordance with our policy on returns and exchanges, merchandise returns are generally accepted for full refund if returned within 30 days of the original purchase date and merchandise may be exchanged up to 60 days from the original purchase date. At the time of sale, we establish a reserve for merchandise returns, based on historical experience, merchandise mix and expected future returns, which is recorded as a reduction of sales. Accordingly, cost of sales is also reduced and an offsetting asset is recorded within prepaid expenses and other current assets for expected merchandise to be returned.

The following table presents a roll-forward of our sales return reserve for thethree and nine months ended September 30, 2026 and 2025 (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Beginning balance$80,098$75,486$76,985$69,661
Returns(441,724)(409,941)(1,331,796)(1,208,146)
Provisions445,430406,1771,338,6151,210,207
Ending balance$83,804$71,722$83,804$71,722

We may also issue store credit in lieu of cash refunds or exchanges and sell gift cards without expiration dates to our customers. Store credits issued and proceeds from the issuance of gift cards are recorded as deferred revenue and recognized as revenue when the store credit or gift cards are redeemed or upon inclusion in our store credit and gift card breakage estimates. Revenue recognized in net sales on breakage on store credit and gift cards was $1.0 million for both the three months ended September 30, 2026 and 2025, and $3.6 million and $3.3 million for the nine months ended September 30, 2026 and 2025, respectively.

Sales taxes and duties collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. We currently collect and remit sales taxes in all U.S. states that have enacted laws requiring out-of-state retailers to do so. However, certain jurisdictions may assert that we have tax collection obligations for prior periods in which we did not collect sales taxes. To the extent such obligations are determined to apply and the applicable statutes of limitations have not expired, we could be subject to assessments, interest, or penalties. No significant interest or penalties related to sales taxes are recognized in the accompanying condensed consolidated financial statements.

We have exposure to losses from fraudulent credit card charges. We record losses when incurred related to these fraudulent charges as amounts have historically been insignificant.

See Note 9, Segment Information, for disaggregation of net sales by reportable segment, geographic area and major product category.

Rental Product, Net

We rent a limited quantity of our product assortment, primarily handbags, to customers through a consignment agreement with a third party. We consider rental product to be a long-term productive asset and classify it as other assets within the Company’s condensed consolidated balance sheets.

Rental product is stated at cost, less accumulated depreciation. We depreciate rental product, less an estimated salvage value, over its estimated useful life, using the straight-line method. The estimated useful life of our rental product is typicallytwo years. Rental product depreciation is included in cost of sales in the condensed consolidated statements of income. As of September 30, 2026, rental product, net amounted to $1.1 million and was included within other assets. Rental product depreciation was $0.3 million and $0.5 million for the three months ended September 30, 2026 and 2025, respectively, and was $1.3 million for both the nine months ended September 30, 2026 and 2025.

Our consignment partner offers customers an opportunity to purchase items in rentable condition prior to the end of their useful life. In such instances, we consider the disposal of rental product to be a sale and record the proceeds as net sales and record the net book value of the items at the time of sale as cost of sales in the condensed consolidated statements of income. Write-offs for losses on lost, damaged, and unreturned products are recorded as rental product depreciation within cost of sales.

Rental Product Revenues

Rental product revenues are recognized ratably over the subscription period, commencing on the date the subscriber enrolls in the rental program, net of discounts, customer credits and refunds and are recorded within net sales in the condensed consolidated statements of income. The subscription fees are collected from the customer upon enrollment. The subscription has a minimum period of three months after which it renews automatically on a monthly basis until cancelled by the customer.

Wholesale Revenues

Beginning in the second quarter of 2026, we began selling a limited assortment of products through wholesale channels. Wholesale revenues are recognized when control of the products transfers to the customer, which generally occurs upon shipment.

Business Combinations

We account for business combinations using the acquisition method. All of the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree are recorded at their acquisition date fair values. The difference between the aggregate consideration paid for an acquisition and the fair value of the net assets acquired is recorded as either goodwill or a bargain purchase gain. Identifiable intangible assets with finite lives are amortized over their useful lives. Amortization of intangible assets is recorded within general and administrative expenses.

We use estimates and assumptions available to us as a part of the determination of fair value to accurately value assets acquired, liabilities assumed and any non-controlling interest on the business combination date. These estimates are subject to measurement period adjustments. As a result, during the preliminary determination of fair value, which may be up to one year from the business combination date, we may record adjustments to the assets acquired or liabilities assumed subsequent to the completion of the determination of fair value in the period in which the adjustments were determined. Non-controlling interest, if any, is measured using the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition, subject to possible adjustments for up to one year from the business combination date.

We also may incur acquisition-related and other expenses including legal, banking, accounting and other advisory fees of third parties which are recorded within general and administrative expenses in the period in which they were incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

Equity Method Investment

On January 1, 2026, we acquired a 48% equity interest in a privately held activewear brand for approximately $11.0 million in cash. This transaction was accounted for as an equity method investment, reflecting our ability to exercise significant influence over the investee without a controlling financial interest, and is recorded within other assets.

Under the equity method, the investment is initially recorded at cost and subsequently adjusted for our proportionate share of the investee’s net income or loss and distributions received. Our proportionate share of the investee’s net income or loss is recognized in equity earnings in unconsolidated subsidiaries in the condensed consolidated statements of income.

Disposal of Subsidiary

During the second quarter of 2024, pursuant to a decision rendered by the Commercial Court of Paris, Revolve Group, Inc. acquired the business of Alexandre Vauthier, a French luxury fashion brand, for $0.4 million. The acquisition was made through L.A. Rive Droite, a then newly incorporated French joint stock company. Under the terms of the agreement, Revolve Group owned an 80% interest and Mr. Alexandre Vauthier owned the remaining 20% interest in L.A. Rive Droite.

During the second quarter of 2025, we ceased funding the operations of our majority-owned foreign subsidiary, L.A. Rive Droite. Shortly thereafter, the subsidiary initiated formal insolvency proceedings under local law, which was approved on May 28, 2025. As a result, we no longer exercise control over the subsidiary and deconsolidated its financial results effective May 28, 2025.

We recognized a $2.4 million loss on deconsolidation in the second quarter of 2025, reflecting the derecognition of net assets, the write-off of our investment and shareholder loans and the elimination of non-controlling interest. This amount is included in other income, net in our condensed consolidated statements of income.

Accounting Pronouncements Not Yet Effective

In November 2024, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2024-03, Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220‑40), which requires additional disclosures around specific expense categories in the notes to the financial statements. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact that this new guidance may have on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued Accounting Standards Update, or ASU, 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal-Use Software, which replaces the previous project-stage model with a principles-based approach for capitalizing internal-use software costs. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact that this new guidance may have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact that this new guidance may have on our disclosures.

Note 3. Line of Credit

On February 2, 2026, we amended our existing credit agreement to, among other things, extend the maturity date from March 23, 2026 to February 2, 2031, adjust the eligible inventory component of the borrowing base, amend certain of the reporting obligations and provide additional flexibility under certain of the negative covenants. The line of credit provides us with up to $75.0 million aggregate principal in revolver borrowings, based on eligible inventory and accounts receivable less reserves. Borrowings under the credit agreement accrue interest at a per annum rate equal to, at our option, (1) a base rate equal to the highest of (a) the federal funds rate, plus 0.50%, (b) the prime rate and (c) a term SOFR rate determined on the basis of aone-month interest period, plus 1.00%, or (2) a term SOFR rate, subject to a floor of 0.00%, in each case, plus a margin ranging from 0.25% to 0.75% per year in the case of base rate loans, and 1.25% to 1.75% per year in the case of term SOFR rate loans, depending upon availability under the credit agreement as of the most recently ended fiscal quarter. No borrowings were outstanding as of September 30, 2026 and December 31, 2025.

We are also obligated to pay other customary fees for a credit facility of this size and type, including an unused commitment fee. The credit agreement also permits us, in certain circumstances, to request an increase in the facility by an additional amount of up to $25.0 million (in an initial minimum amount of $10.0 million and in increments of $5.0 million thereafter) at the same maturity, pricing and other terms as the existing revolving commitments. Our obligations under the credit agreement are secured by substantially all of our assets and the assets of our subsidiaries that are borrowers or guarantors under the credit agreement. The credit agreement also contains customary covenants restricting certain of our activities, including limitations on our ability to sell assets, engage in mergers and acquisitions, enter into transactions involving related parties, obtain letters of credit, incur indebtedness, repurchase stock or grant liens or negative pledges on our assets, make loans or make other investments. Under these covenants, we areprohibited from paying cash dividends with respect to our capital stock, subject to certain exceptions. We are also required to maintain a minimum consolidated fixed charge coverage ratio of 1.00 to 1.00 for any twelve consecutive fiscal month period, determined as of the last date of each fiscal quarter.

Note 4. Equity-based Compensation

In 2013, Twist Holdings, LLC, or Twist, and Advance Holdings, LLC, or Advance, which subsequently became part of Revolve Group, Inc., adopted equity incentive plans that we refer to collectively as the 2013 Plan, pursuant to which the board of managers could grant options to purchase Class A units to officers and employees. Options could be granted with an exercise price equal to or greater than the unit’s fair value at the date of grant. All issued awards have 10 year terms and generally vest and become fully exercisable annually over five years of service from the date of grant. Awards will become fully vested upon the sale of the company. The then-outstanding options to purchase Class A units were converted into options to purchase shares of our Class B common stock in connection with our corporate conversion in June 2019.

In September 2018, the board of directors adopted the 2019 Equity Incentive Plan, or the 2019 Plan, which became effective in June 2019. Under the 2019 Plan, a total of 4,500,000 shares of our Class A common stock are reserved for issuance as options, stock appreciation rights, restricted stock, restricted stock units, or RSUs, performance units or performance shares. Upon the completion of our IPO, the 2019 Plan replaced the 2013 Plan, however, the 2013 Plan continues to govern the terms and conditions of the outstanding awards previously granted under that plan. The number of shares that will be available for issuance under our 2019 Plan also will increase annually on the first day of each year in an amount equal to the least of: (1)6,900,000 shares, (2)5% of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding year and (3) such other amount as our board of directors may determine. Our board of directors determinednot to increase the number of shares reserved for issuance under the 2019 Plan as of January 1, 2026. As of September 30, 2026, approximately 8.0 million shares of Class A common stock remain available for future issuance under the 2019 Plan.

Option activity for thenine months ended September 30, 2026 under the 2013 Plan and 2019 Plan is as follows:

Number ofSharesWeightedAverageExercise PriceWeightedAverageRemainingContractualTerm(years)AggregateIntrinsicValue (thousands)
Balance at January 1, 20264,775,949$17.066.7$68,926
Granted361,28324.719.1
Exercised(118,188)11.79—
Forfeited(89,456)22.65—
Expired(17,788)23.80—
Balance at September 30, 20264,911,80017.636.230,927
Exercisable at September 30, 20261,967,69518.424.514,051
Vested and expected to vest3,878,52818.756.022,618

RSU award activity for thenine months ended September 30, 2026 under the 2019 Plan is as follows:

Class ACommonStockWeightedAverageGrant DateFair ValueWeightedAverageRemainingContractualTerm(years)AggregateIntrinsicValue (thousands)
Unvested at January 1, 2026134,606$22.431.8$4,064
Granted270,51022.141.1
Released(164,211)24.71—
Forfeited(117,661)22.51—
Unvested at September 30, 2026123,24418.662.32,629

There were 57,217 options granted during the three months ended September 30, 2026 and 361,283 options and 270,510 RSUs granted during the nine months ended September 30, 2026. The weighted average grant-date fair value of options granted during the three and nine months ended September 30, 2026 was $12.96 and $13.41, respectively. The weighted average grant-date fair value of RSUs granted during the nine months ended September 30, 2026 was $22.14 per share.

As of September 30, 2026, there was $13.7 million of total unrecognized compensation cost related to unvested RSUs and time-based options granted under the 2019 Plan, which is expected to be recognized over a weighted average service period of 3.6 years.

2023 Performance Option Awards

On September 15, 2023, the Company granted an aggregate of 1,701,479 performance-based options to certain members of management with an exercise price of $13.05 and a grant-date fair value of $6.79. In addition, on November 3, 2023, the Company granted 49,971 performance-based options to a member of management with an exercise price of $13.35 and a grant-date fair value of $6.94. Collectively, we refer to these option awards as the 2023 Performance Option Awards. The 2023 Performance Option Awards are subject to multiple vesting tranches that vest upon achievement of certain predefined financial milestones. As of September 30, 2026, we had $1.4 million of total unrecognized stock-based compensation expense for the financial milestones that were considered probable of achievement, which will be recognized over a weighted-average period of 1.4 years. As of September 30, 2026, we had unrecognized stock-based compensation expense of $6.8 million for the operational milestones that were considered not probable of achievement. During the three and nine months ended September 30, 2026, we recorded stock-based compensation expense of $0.1 million and $0.9 million, respectively, related to the 2023 Performance Option Awards.

2026 Performance Option Awards

On March 1, 2026, the Company granted an aggregate of 119,246 performance-based options to certain employees and members of management with an exercise price of $25.16 and a grant-date fair value of $13.13. We refer to these option awards as the 2026 Performance Option Awards. The 2026 Performance Option Awards are subject to multiple vesting tranches that vest upon achievement of certain predefined financial milestones. As of September 30, 2026, we had $0.8 million of total unrecognized stock-based compensation expense for the financial milestones that were considered probable of achievement, which will be recognized over a weighted-average period of 1.3 years. As of September 30, 2026, we had unrecognized stock-based compensation expense of $0.4 million for the operational milestones that were considered not probable of achievement. During the three and nine months ended September 30, 2026, we recorded stock-based compensation expense of $0.1 million and $0.4 million, respectively, related to the 2026 Performance Option Awards.

Equity‑based compensation cost included in general and administrative expense in the accompanying condensed consolidated statements of income amounted to $2.1 million and $2.4 million for the three months ended September 30, 2026 and 2025, respectively, and $7.7 million and $7.4 million for the nine months ended

September 30, 2026 and 2025, respectively. The amount of excess tax benefit for the three months ended September 30, 2026, was insignificant. There was an excess income tax benefit of $0.1 million recognized in the condensed consolidated statements of income for equity‑based compensation arrangements for the three months ended September 30, 2025, and $0.3 million for both the nine months ended September 30, 2026 and 2025.

Note 5. Commitments and Contingencies

Contingencies

We record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We also disclose material contingencies when we believe a loss is not probable but reasonably possible. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Although we cannot predict with assurance the outcome of any litigation or tax matters, we do not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on our operating results, financial position and cash flows.

Indemnifications

In the ordinary course of business, we may provide indemnifications of varying scope and terms to vendors, directors, officers and other parties with respect to certain matters. We have not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our condensed consolidated financial statements.

Tax Contingencies

We are subject to income taxes in the United States, the United Kingdom, the Philippines, the Netherlands, and Canada. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. In accordance with ASC 740, Income Taxes, we recognize the tax benefit of an uncertain tax position only when it is more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. Tax positions meeting this recognition threshold are measured at the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement. We reassess our tax positions as facts and circumstances change, including developments related to tax examinations and changes in applicable tax laws. As of September 30, 2026, we hadno material unrecognized tax benefits.

Legal Proceedings

During the second quarter of 2025, we accrued $1.0 million to general and administrative expenses for estimated losses and legal fees related to certain pending legal matters. An additional $1.0 million was accrued during the third quarter of 2025 for estimated losses and legal fees related to these matters. While the outcome of these matters cannot be predicted with certainty, we do not believe they will have a material adverse effect on our financial condition or results of operations.

In December 2025, we became subject to two lawsuits filed by the former founder and executive of a majority-owned subsidiary acquired in 2024 and subsequently liquidated in May 2025. The complaints allege fraudulent misrepresentation, breach of the shareholders’ agreement, breach of the bylaws and mismanagement of the majority-owned subsidiary by REVOLVE and seek related monetary damages. At this time, we are unable to reasonably estimate the possible loss or range of loss, if any, associated with this matter.

During the first quarter of 2026, we accrued $0.5 million to general and administrative expenses for estimated losses and legal fees related to a pending legal matter. While the outcome of this matter cannot be predicted with certainty, we do not believe it will have a material adverse effect on our financial condition or results of operations.

Note 6. Income Taxes

The following table summarizes our effective tax rate for the periods presented (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Income before income taxes$21,256$28,301$64,587$58,972
Provision for income taxes5,7327,12216,68216,376
Effective tax rate27.0%25.2%25.8%27.8%

The increase in the effective tax rate for the three months ended September 30, 2026, as compared to the same period in 2025, was primarily driven by a shift in the expected geographic mix of income toward higher-tax jurisdictions and increased limitations on meal expense deductions resulting from changes under the One Big Beautiful Bill Act effective in 2026. The decrease in the effective tax rate for the nine months ended September 30, 2026, as compared to the same period in 2025, was primarily due to the prior year increase in the valuation allowance against deferred tax assets and the disallowance of intercompany write-offs, which did not recur in the current period.

In October 2021, the Organization for Economic Co-operation and Development, or OECD, issued a statement updating and finalizing the key components of the two-pillar plan on global tax reform, intended to be effective on January 1, 2024. Pillar One focuses on nexus and profit allocation. Pillar Two provides for a global minimum effective corporate tax rate of 15%, applied on a jurisdiction-by-jurisdiction basis. While the U.S. has not adopted the Pillar Two rules, various other governments around the world are enacting legislation. Although these rules are not currently applicable to us, we operate in participating countries that have implemented or are expected to implement these rules. On January 5, 2026, the OECD announced a “side-by-side” elective safe harbor that would exempt electing U.S.-parented multinational entities from the 15% global minimum tax for taxable years beginning on or after January 1, 2026. We continue to evaluate the impact of these tax developments and those under other OECD and non-U.S. rules as new guidance and regulations are published and become applicable. Further, legislation commonly known as the One Big Beautiful Bill Act enacted in July 2025 modified certain tax provisions that had an impact on our tax liability and financial condition.

Note 7. Stockholders’ Equity and Stock Repurchase Program

Changes in stockholders’ equity for the three andnine months ended September 30, 2026 and 2025 were as follows:

Common Stock · Additional Paid-in · Retained · Non-controlling · TotalStockholders’
NumberAmountCapitalEarningsInterestEquity
(in thousands, except share data)
Beginning balance71,085,345$71$147,789$390,322$1,219$539,401
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units14,135—216——216
Repurchases of Class A common stock(3,834)——(73)—(73)
Equity-based compensation——2,117——2,117
Cumulative translation adjustment———(111)—(111)
Net income———14,4651,05915,524
Ending balance71,095,646$71$150,122$404,603$2,278$557,074
Common Stock · Additional Paid-in · Retained · Non-controlling · TotalStockholders’
NumberAmountCapitalEarningsInterestEquity
(in thousands, except share data)
Beginning balance71,371,922$71$144,249$368,215$—$512,535
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units225,233—(42)——(42)
Repurchases of Class A common stock(501,509)——(10,051)—(10,051)
Equity-based compensation——7,664——7,664
Cumulative translation adjustment———(937)—(937)
Issuance of non-controlling interest at fair value——(1,749)—1,749—
Net income———47,37652947,905
Ending balance71,095,646$71$150,122$404,603$2,278$557,074
Common Stock · Additional Paid-in · Retained · Non-controlling · TotalStockholders’
NumberAmountCapitalEarningsInterestEquity
(in thousands, except share data)
Beginning balance71,280,749$71$137,746$330,770$—$468,587
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units68,097—498——498
Repurchases of Class A common stock(14,612)——(283)—(283)
Equity-based compensation——2,357——2,357
Cumulative translation adjustment———(2,131)—(2,131)
Disposal of subsidiary——————
Net income———21,179—21,179
Ending balance71,334,234$71$140,601$349,535$—$490,207
Common Stock · Additional Paid-in · Retained · Non-controlling · TotalStockholders’
Number · Amount · Capital · Earnings · Interest · Equity
(in thousands, except share data)
Beginning balance71,200,480$72$133,046$305,070$(403)$437,785
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units240,949—141——141
Repurchases of Class A common stock(107,195)(1)(2,023)—(2,024)
Equity-based compensation——7,414——7,414
Cumulative translation adjustment———3,329—3,329
Disposal of subsidiary————966966
Net income (loss)———43,159(563)42,596
Ending balance71,334,234$71$140,601$349,535$—$490,207

Stock Repurchase Program

In August 2023, our board of directors authorized a stock repurchase program of up to $100 million of our outstanding Class A common stock. The timing and amount of any stock repurchases is determined based on market conditions, stock price and other factors, and the program does not require us to repurchase any specific number of shares of Class A common stock. The program has no expiration date but it may be modified, suspended or terminated at any time. The stock repurchase program is funded from available cash and cash equivalents. All repurchased shares under the stock repurchase program will be retired.

During the three and nine months ended September 30, 2026, we repurchased and retired 3,834 and 501,509 shares of Class A common stock, respectively, for a total cost of $0.1 million and $10.0 million, respectively, exclusive of broker fees and excise taxes, at an average price of $19.75 and $19.98, respectively. During the three and nine months ended September 30, 2025, we repurchased and retired 14,612 shares and 107,195 shares of Class A common stock, respectively, for a total cost of $0.3 million and $2.0 million, respectively, exclusive of broker fees and excise taxes, at an average price of $19.36 and $18.86, respectively.

Note 8. Earnings per Share

Basic and diluted earnings per share is presented in conformity with the two-class method required for multiple classes of common stock. The rights of the holders of Class A and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled toone vote per share. Each share of Class B common stock is entitled toten votes per share and is convertible at any time intoone share of Class A common stock.

Basic earnings per share is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share represents net income attributable to common stockholders divided by the weighted-average number of shares of common stock outstanding, inclusive of the effect of dilutive stock options and RSUs. The undistributed earnings are allocated based on the participation rights of shares of Class A and Class B common stock as if the earnings for the year have been distributed. As the liquidation and dividend rights are identical for both classes, the undistributed earnings are allocated on a proportionate basis.

The calculation of diluted earnings per share for Class A common stock assumes the conversion of Class B common stock, while diluted earnings per share of Class B common stock does not assume the conversion of Class A common stock as Class A common stock is not convertible into Class B common stock. Similarly, outstanding options to purchase Class B common stock and RSUs that are dilutive are included in the calculation of diluted earnings for both Class A and Class B common stock.

In August 2023, our board of directors authorized a stock repurchase program of up to $100 million of our outstanding Class A common stock. Repurchases during any given fiscal period under the repurchase program reduce the weighted-average number of shares of common stock outstanding for the period.

The following table presents the calculation of basic and diluted earnings per share:

Three Months Ended September 30, · Nine Months Ended September 30,
2026202520262025
Class AClass BClass AClass BClass AClass BClass AClass B
(in thousands, except per share data)
Numerator
Net income$8,968$6,556$11,995$9,184$27,676$20,229$24,086$18,510
Net (income) loss attributable to non-controlling interest(612)(447)——(306)(223)318245
Net income attributable to common stockholders — basic8,3566,10911,9959,18427,37020,00624,40418,755
Reallocation of undistributed earnings as a result of conversion of Class B to Class A common stock6,109—9,184—20,006—18,755—
Reallocation of undistributed earnings to Class B common stock—89—117—297—264
Net income attributable to common stockholders — diluted$14,465$6,198$21,179$9,301$47,376$20,303$43,159$19,019
Denominator
Weighted average shares used to compute earnings per share — basic41,06630,02440,38330,91941,18430,10240,30630,976
Conversion of Class B to Class A common stock outstanding30,024—30,919—30,102—30,976—
Effect of dilutive stock options and RSUs768768701701782782780780
Weighted average number of shares used to compute earnings per share — diluted71,85830,79272,00331,62072,06830,88472,06231,756
Earnings per share:
Basic$0.20$0.20$0.30$0.30$0.66$0.66$0.61$0.61
Diluted$0.20$0.20$0.29$0.29$0.66$0.66$0.60$0.60

The following have been excluded from the computation of basic and diluted earnings per share as their effect would have been anti-dilutive (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Stock options to purchase Class A and Class B common stock, and RSUs1,3101,1651,3031,204

Note 9. Segment Information

We havetwo reportable segments, REVOLVE and FWRD, each offering apparel, shoes, accessories, and beauty products available for sale to customers through their respective websites and mobile applications. Our reportable segments have been identified based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our chief operating decision makers are our co-founders and co-chief executive officers. We evaluate the performance of our reportable segments based on net sales and gross profit. Management does not evaluate the performance of our reportable segments using asset measures. During thethree and nine months ended September 30, 2026 and 2025, no customer represented over 10% of net sales.

The following tables summarize our net sales, cost of sales and gross profit for each of our reportable segments (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
Net sales2026202520262025
REVOLVE$306,764$254,646$902,522$777,462
FWRD49,19540,985143,722123,849
Total$355,959$295,631$1,046,244$901,311
Cost of sales
REVOLVE$136,159$111,540$395,469$345,631
FWRD28,00522,57581,70072,816
Total$164,164$134,115$477,169$418,447
Gross profit
REVOLVE$170,605$143,106$507,053$431,831
FWRD21,19018,41062,02251,033
Total$191,795$161,516$569,075$482,864

The following table presents net sales by geographic area (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
United States$277,374$231,424$820,414$712,290
Rest of the world (1)78,58564,207225,830189,021
Total$355,959$295,631$1,046,244$901,311

(1) No individual country exceeded 10% of total net sales for any period presented.

The following tables summarize net sales (in thousands) and percentage of net sales by product category for thethree and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net Sales
Fashion Apparel$158,625$128,795$475,668$400,801
Dresses98,52691,165293,932268,063
Handbags, Shoes and Accessories70,66557,860203,787180,827
Beauty14,36012,34944,90638,512
Other (1)13,7835,46227,95113,108
Total net sales$355,959$295,631$1,046,244$901,311
As a percentage of net sales
Fashion Apparel44%43%45%45%
Dresses28%31%28%30%
Handbags, Shoes and Accessories20%20%20%20%
Beauty4%4%4%4%
Other (1)4%2%3%1%
Total net sales100%100%100%100%

(1)

Includes Grow-Good product sales, shipping revenue, rental product revenue, wholesale revenue and other revenue.

Note 10. Detail of Certain Balance Sheet Accounts

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

September 30,December 31,
20262025
Expected merchandise returns, net$33,230$30,515
Advanced payments on inventory to be delivered from vendors24,14118,236
Prepaid marketing7,3695,912
Other19,22619,043
Total prepaid expenses and other current assets$83,966$73,706

Other Assets

Other assets consist of the following (in thousands):

September 30,December 31,
20262025
Duty drawback receivables$29,052$22,479
Equity investments18,3902,748
Security deposits1,3191,266
Other1,7833,067
Total other assets$50,544$29,560

Accrued Expenses

Accrued expenses consist of the following (in thousands):

September 30,December 31,
20262025
Marketing$17,874$17,928
Consumption taxes11,1577,879
Salaries and related benefits7,8795,433
Selling and distribution4,7105,383
Other9,2487,674
Total accrued expenses$50,868$44,297

Other Current Liabilities

Other current liabilities consist of the following (in thousands):

September 30,December 31,
20262025
Store credit$28,290$23,433
Loyalty Club liability8,3757,620
Gift cards5,6685,651
Other16,1584,259
Total other current liabilities$58,491$40,963
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.