Revolve Group Inc. Shareholders: Ownership Structure, Brands, and Acquisition History
Last updated: Oct-2026Ownership Structure
Ownership Analysis
We reckon the dual-class structure gives the founders more security than any other feature of the company, and public holders should price it that way. Class B carries ten votes, so 30,023,937 Class B shares cast 300.2 million votes against 41.1 million from Class A. The proxy puts the founders and MMMK Development at about 88% of the vote on 42.5% of the equity, which means each point of ownership buys them roughly 2.1 points of control.The exit door is narrow. Automatic conversion needs Class B to fall under 5% of all shares, about 3.55 million at today's count, so the founders would have to give up close to 88% of their holding. Our model shows that the April sale does not move that needle: Mente's 15,972 shares at $25.90 raised $414,000 and amounted to 0.05% of his roughly 30.2 million shares. The stock has since fallen 17.9%.Independent directors hold the committee seats, yet we are not persuaded they offer a counterweight. Cox, Murphy and Ruxandra are three of five directors, but Class B alone can elect all five. We prefer to judge alignment through pay and stock. Both co-CEOs draw a $450,000 salary and a $500,000 target bonus, and the proxy ties the bonus to an adjusted EBITDA minimum of $100 million, against a 2025 result of $93.8 million.We stress one fact that favors outside holders, and it is the plainest alignment test available. At $21.27 the founders' roughly 30.4 million shares are worth about $646 million, so their wealth moves with the quoted price far more than any salary would. We grant that this is a thinner protection than an independent chair, since Karanikolas holds both the chair and a chief executive title, and a lead independent director has no veto over either.
Direct Owners
Institutional Shareholders
Shareholder Analysis
Public holders own 57.5% of the equity but cast only about 12% of the votes, so their influence comes through the share price rather than ballots. Behind the three largest, the same filings list Fuller & Thaler Asset Management with 2.0 million shares (2.80%), Marshall Wace with 2.0 million (2.73%), William Blair with 1.8 million (2.48%) and Kayne Anderson Rudnick with 1.6 million (2.25%). No holder outside the founders reaches 10%, and FMR at 8.67% sits closest.Buybacks are the only cash return, because the company pays no dividend. The company repurchased 497,675 Class A shares for $9.98 million in the first six months of 2026, an average of $19.98, against 107,195 shares for $2.0 million at $18.86 in all of 2025. We tally $45.7 million of authorization left under the $100 million program, which at $21.27 would retire 2.15 million shares, or 5.2% of Class A. Management says the first-half spending was under a third of free cash flow, which implies free cash flow above $30 million. Only Class A is bought, so each million shares retired lifts the founders from 42.7% to about 43.3%.On price, the equity at $1.51 billion less $311.6 million of cash gives an enterprise value of $1.20 billion. On that basis we reckon the business trades at 12.8 times 2025 adjusted EBITDA and 0.98 times 2025 sales. Cash is 20.6% of the market value, a cushion we weigh heavily because the company has no borrowings. The shares trade 22.6% above the 52-week low of $17.35 and 32.9% below the high of $31.68. We favor buying at these levels only if spending rises: $9.98 million in six months equals 0.66% of market value, too small to change the share count by much. We reject the idea that the program supports the price today.
Brands, Subsidiaries & Companies Owned
| Name | Type | Description |
|---|---|---|
| REVOLVE | Brand | Flagship online fashion store for millennial and Gen Z shoppers that supplies most of group net sales and ships to more than 150 countries |
| FWRD | Brand | Luxury and contemporary fashion site run as a separate segment alongside REVOLVE |
| Lovers + Friends | Brand | Owned women's label that came into the group with the 2015 Alliance Apparel purchase |
| Tularosa | Brand | Owned dress and apparel label bought with Alliance Apparel in 2015 |
| NBD | Brand | Owned label also bought with Alliance Apparel in 2015 |
| MAJORELLE | Brand | Owned label launched by REVOLVE in 2016 |
| Retrofete | Brand | Owned label that the 10-K lists among 28 owned brands |
| Song of Style | Brand | Owned label named in the 10-K among the owned brands that supplied 19.8% of REVOLVE segment sales in 2025 |
| 437 | Equity Stake | Toronto activewear brand in which Revolve announced a C$15M minority investment on September 29 2026 |
| Donatella Versace venture | Joint Venture | Unnamed fashion and beauty business announced in September 2026 with Donatella Versace as Chief Creative Officer |
Portfolio Analysis
REVOLVE is 86% of sales and still growing slightly faster than the luxury arm. In 2025 the REVOLVE segment grew 8.6% to $1,054.0 million, from $970.5 million, while FWRD grew 7.7% to $171.6 million.Owned brands are the margin lever. They supplied 19.8% of REVOLVE segment sales in 2025, about $208.7 million, and penetration rose for a sixth straight quarter by mid-2026. Our numbers put each point of gross margin at $12.3 million a year at 2025 volumes, equal to 13% of adjusted EBITDA. Gross margin was 53.5% for 2025 and reached 56.6% in the June quarter, but about 164 basis points of that came from tariff refunds. We reckon the underlying level is closer to 55%, and full-year guidance of 53.5% to 54.0% sits barely above the 2025 result. We prefer to treat the second quarter as a ceiling for the year, not a base.Geography is moving toward the international side. Overseas sales grew 12.0% in 2025 against 7.6% in the United States, and in the three months to June they grew 16% to nearly 23% of sales. Over the six months of 2026 international sales were $147.2 million, or 21.3% of the total.Customer counts support the growth. Active customers rose from 2.84 million at the end of 2025 to 3.041 million in the second quarter, up 11%. Dividing 2025 sales by the year-end count gives about $431 per customer, on an order value of $299. Beauty grew 43% in 2025, which the company says pulled average order value down 1% to $299, so we treat the category as a volume driver.Marketing is the cost to watch. Guidance of 15.8% to 16.0% of sales implies close to $207 million to $210 million on trailing sales of $1.31 billion, and each point of that is worth $13.1 million, again about 14% of adjusted EBITDA. We stress that marketing and gross margin move together, since tariff refunds flatter one and not the other.
Market Share & Competitors
| Company | Market Share | Revenue | Key Strength |
|---|---|---|---|
| Revolve Group Inc. ★ | N/A | $1.23B FY2025 | Digital first fashion retailer with 28 owned brands and 3.04M active customers |
| Zalando | N/A | EUR 12.3B FY2025 | Europe's largest online fashion platform enlarged by the 2025 About You purchase |
| ASOS | N/A | GBP 2.5B FY2025 | UK online fashion retailer rebuilding margins after a 14% revenue decline |
| Stitch Fix | N/A | $1.27B FY2025 | Personal styling service with 2.31M active clients and net revenue of $549 per client |
| Lulus | N/A | $282.3M FY2025 | Event and occasion dress retailer with 2.3M active customers |
Competitive Analysis
Revolve sits in the middle of a peer set that includes one giant. Zalando reported about 12.3 billion euros of sales in 2025 after buying About You, roughly ten times Revolve's $1.23 billion in nominal terms, though currencies and fiscal years differ across the group. ASOS sold 2.5 billion pounds in its year to August 2025, down 14%, with adjusted EBITDA of 131.6 million pounds, a 5.3% margin.Two peers are closer in scale. Stitch Fix had $1.27 billion of net revenue in fiscal 2025, down 5.3%, with $49.1 million of adjusted EBITDA, a 3.9% margin, and 2.309 million active clients, down 7.9%. Lulus had $282.3 million, down 11%, a net loss of $13.7 million and 2.3 million customers, down 11%.Set against these figures, Revolve earned a 7.65% adjusted EBITDA margin on $93.8 million, with sales up 8.5% and active customers up 6% in 2025, then 11% by the second quarter of 2026. We stress that no other peer here was growing its customer base in the latest year. Revenue per active customer tells the same story: about $431 at Revolve, $549 at Stitch Fix and $123 at Lulus on $282.3 million and 2.3 million customers. Our model shows Revolve earning more than Stitch Fix per dollar of sales and less per customer, which is consistent with a shopper who buys occasionally at a $299 average order.Our numbers put ASOS's margin at 5.3%, so matching it would have earned Revolve $65.0 million on 2025 sales, $28.8 million below the $93.8 million it reported. We grant that scale favors Zalando on logistics and purchasing. We are not persuaded that this threatens Revolve soon, since Zalando's growth came largely from acquiring a rival, whereas Revolve's came from its own customers.
Acquisitions
| Company Acquired | Deal Value | Year | Description |
|---|---|---|---|
| Alliance Apparel brands | undisclosed | 2015 | Lovers + Friends and the Tularosa and NBD labels bought from Alliance Apparel to widen REVOLVE's owned product pipeline |
| Alexandre Vauthier | $0.4M | 2024 | 80% of the French couture house through L.A. Rive Droite with a pledge of 6 million euros over three years then insolvency proceedings in May 2025 |
| 437 | $11.0M | 2026 | 48% minority stake in Toronto activewear brand announced as C$15M and recorded as an equity method investment |
| Donatella Versace venture | undisclosed | 2026 | Joint venture for fashion and beauty with terms and ownership split not disclosed |
Acquisitions Analysis
Revolve has spent little on deals, and the one with a visible price went badly. In 2024 it took 80% of the French couture house Alexandre Vauthier through a subsidiary, L.A. Rive Droite, paying $0.4 million for the business and pledging 6 million euros over three years. The subsidiary entered insolvency proceedings approved on May 28, 2025, and the company booked a $2.4 million loss on deconsolidation, six times the original price. We reject any reading of that as a rounding error for a $1.2 billion business, because it ended the luxury-label experiment inside the FWRD segment within a year. The 2015 purchase of Lovers + Friends, Tularosa and NBD from Alliance Apparel had no disclosed price, but it created the owned-brand business that now supplies a fifth of REVOLVE segment sales. We tally that as the best return in the record, since it gave the company a source of product that carries a higher margin than third-party labels.The 2026 deals are bets on partners rather than purchases. The company reports a 48% equity method stake in a private apparel company for about $11.0 million, effective January 1, and on September 29 announced a C$15 million minority investment in Toronto activewear brand 437. The 10-Q does not name the investee, so we cannot confirm they are the same transaction. If they are, $11.0 million for 48% values the whole business at about $22.9 million. That equals 3.5% of the $311.6 million cash balance. Equity method investments totaled $17.7 million at June 30, or 3.3% of stockholders' equity of $539.4 million. The Versace venture carries no disclosed price at all, so we cannot size it. Its first launch is in beauty, the fastest category in 2025, and Revolve supplies services rather than a brand name. We favor waiting for the first filing that quantifies Revolve's commitment before assigning it any value. Our model shows that even a $50 million commitment would be 16% of cash, so the risk is bounded.
Acquisition Timeline
Merger & Spin-off History
Merger & Spin-off Analysis
The 2019 reorganization set the terms that still govern the company. Revolve Group LLC converted into a Delaware corporation, and its Class T and Class A units became about 67.9 million shares of Class B stock with ten votes each. The IPO on June 6 sold 11.8 million Class A shares at $18. The company itself sold 2,941,176 of them, plus 441,176 from the underwriters' option, and the remainder came from selling holders.Net proceeds to the company were $45.8 million on the base shares and $7.5 million on the option, about $53.3 million in all. We tally that $40.8 million of it went straight to TSG and Capretto, which gave up 2,400,960 Class B shares. That is $16.99 a share, 5.6% below the IPO price, and 76% of what the company raised. We reckon this means new public investors in effect funded an exit for the earlier outside owners rather than growth capital, though the repurchase also cut those owners out of the Class B count. After the offering the Class A stock stood at 13,531,399 shares and Class B at 55,340,994 on October 31, 2019. Our numbers put public holders at 19.6% of the shares and 2.4% of the votes on that date, against 57.5% of the equity and 12.0% of the votes now. We stress that the IPO sold only the one-vote class, so the founders gave up economics but kept control. The S-1/A gave the founders' vote at about 67% then.Later transactions were small, and we do not expect them to alter these voting shares. We prefer to measure the 2019 reorganization by what it fixed: a ten-to-one voting gap that every later sale by an outside holder has widened. Alexandre Vauthier was acquired in 2024 and placed in insolvency in 2025. The Versace venture was announced in September 2026 without an investment amount.
Ownership History
Ownership History Analysis
Revolve began in 2003 as a two-founder company, took outside capital from TSG and Capretto before listing, and now sits in a different position from the one its IPO prospectus described. TSG Consumer Partners bought a minority stake in February 2014 when the sites had shipped more than $150 million in 2013. Five years later the stock listed at $18, and at $21.27 it is up 18% from that price. Three counts show what changed. Class B shares fell 45.8% between October 31, 2019 (55.3 million) and July 28, 2026 (30.0 million), consistent with outside holders converting their shares and selling. Class A tripled, from 13.5 million shares to 41.1 million. Total shares gained just 3.2%, with 68.9 million then and 71.1 million now, so the company has issued very little stock to employees or investors.We tally the founders' voting share at about 88%, up from roughly 67% at the IPO, even though the founders own under half the equity. We reckon that outcome is the structure working as designed: outside holders could sell only after converting, which shrank the ten-vote pool toward the founders' own stock. We stress that this has made control more concentrated, not less, in the seven years since listing. Net income rose 25% in 2025, reaching $61.1 million on sales of $1.23 billion, with 1,664 employees on the payroll, and the same two founders still run it as co-CEOs twenty-three years after starting. We favor reading the history as stable leadership with a changing cast of outside buyers. We grant that the trading plan Mente adopted in 2025 shows founders are willing to sell, though only at 0.05% of a holding.
Ownership Explained
Two online fashion stores run from 12889 Moore Street in Cerritos, California: REVOLVE, aimed at millennial and Gen Z women, and FWRD, a luxury site. Mike Karanikolas and Michael Mente founded the business in 2003 and remain its co-chief executive officers, with Karanikolas also chairing the five-member board. Class A shares of Revolve Group Inc. are listed on the NYSE under the symbol RVLV. On July 28, 2026 there were 41,061,483 Class A and 30,023,937 Class B shares outstanding, 71,085,420 in all. In early October the stock traded at about $21, valuing the equity at about $1.51 billion, and the company held $311.6 million of cash with no borrowings at June 30.The founders hold the Class B stock. MMMK Development Inc., which they jointly control, reported 30,123,819 shares on a Schedule 13G/A filed April 23, 2026, and the two men add smaller personal holdings. Public shareholders own the remaining 57.5% of the equity. Among institutions, an aggregator's tally of first-quarter 2026 13F filings gives FMR LLC 6.2 million shares (8.67%), BlackRock 3.7 million (5.16%) and Vanguard Portfolio Management 3.3 million (4.65%), though 13F data lag by a quarter. The three independent directors are Melanie Cox, the lead independent director, Erinn Murphy and Oana Ruxandra. Jesse Timmermans is chief financial officer.The 10-K counted 1,664 employees at December 31, 2025, mostly in the United States. Net sales for 2025 were $1,225.7 million, of which REVOLVE contributed $1,054.0 million and FWRD $171.6 million. Domestic sales were $972.4 million and international sales $253.3 million. The company says 28 of the brands it sells are its own labels, among them Lovers + Friends, Retrofete, MAJORELLE, Superdown and Song of Style. Orders placed before 3:00 p.m. Eastern ship the same day from United States fulfillment centers, with free two-day delivery inside the country.
The Class B conversion terms decide who can sell and when. Each Class B share converts to Class A one for one at the holder's choice, which is how Michael Mente disposed of 15,972 shares on April 9, 2026: the shares were converted just before the sale, under a trading plan adopted on May 29, 2025. Automatic conversion of all Class B stock happens only if it drops below 5% of combined Class A and Class B shares, nine months after the death or incapacity of both key holders, or earlier if the designated proxy holder loses exclusive voting control.Under exchange rules Revolve counts as a controlled company, because Karanikolas, Mente and MMMK Development hold most of the vote. That status lets the company skip rules requiring a majority independent board and fully independent compensation and nominating committees. Revolve still seats three independent directors out of five.Buybacks work differently here than at a single-class company. The $100 million authorization buys only Class A, so every share retired shrinks the public part of the equity and raises the percentage held by the founders, who do not sell into the program.The Donatella Versace venture, announced in September 2026, moves part of the business outside the parent. Versace becomes Chief Creative Officer, while Revolve supplies commerce technology, consumer data, operations and marketing, and its launch markets are the United States, Latin America, Asia Pacific and the Middle East. The company has not disclosed the investment or the split of ownership.A $75 million credit facility stood undrawn at June 30, 2026, so lenders have no claim on the equity today. The wholesale channel opened in the spring of 2026 on a limited basis, adding a customer type beyond the company's own sites.