Revolve Group, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. REVOLVE GROUP, INC. Reports of Independent Registered Public Accounting Firm 75 Consolidated Balance Sheets 79 Consolidated Statements of Income 80 Consolidated Statements of Comprehensive Income 81 Consolidated Statements of Changes in Stockholders’ Equity 82 Consolidated Statements of Cash Flows 83 Notes to Consolidated Financial Statements 84 74 R eport of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Revolve Group, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Revolve Group, Inc. and subsidiaries (the Company) as of December 31, 2024 and December 31, 2023, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Sales return reserve As discussed in Note 2 to the consolidated financial statements, the Company has recorded a sales return reserve as of December 31, 2024 of $69.7 million. The Company establishes a reserve for merchandise returns, based on historical experience, merchandise mix, and expected future returns, which is recorded as a reduction of sales. 75 We identified the evaluation of the sales return reserve as a critical audit matter. There was auditor judgment required to evaluate the impact of recent sales return experience that could impact the rate of historical experience used to estimate the sales return reserve. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the Company’s lookback analysis over the sales return reserve based on actual returns received subsequent to period end. We evaluated expected future returns by assessing the timing of the number of days between actual sales dates and actual return dates for the year ended December 31, 2024. In addition, we analyzed actual returns received by the Company after December 31, 2024 to evaluate management’s estimate as of December 31, 2024. We assessed the Company’s ability to estimate by comparing the historically recorded sales return reserve to actual subsequent period returns. /s/ KPMG LLP We have served as the Company’s auditor since 2014. Los Angeles, California February 25, 2025 76 Report of Registered Independent Public Accounting Firm To the Stockholders and Board of Directors Revolve Group, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Revolve Group, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and December 31, 2023, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2025 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 77 /s/ KPMG LLP Los Angeles, California February 25, 2025 78 REVOLVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED B ALANCE SHEETS (In thousands, except share and per share data) December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 256,600 $ 245,449 Accounts receivable, net 10,338 12,405 Inventory 229,244 203,587 Income taxes receivable 1,195 1,625 Prepaid expenses and other current assets 63,711 65,523 Total current assets 561,088 528,589 Property and equipment (net of accumulated depreciation of $ 22,230 and $ 17,994 as of December 31, 2024 and December 31, 2023, respectively) 8,937 7,763 Right-of-use lease assets 36,259 36,440 Intangible assets, net 2,294 1,875 Goodwill 2,042 2,042 Other assets 18,067 2,172 Deferred income taxes, net 36,860 30,005 Total assets $ 665,547 $ 608,886 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 45,098 $ 47,821 Income taxes payable 4 — Accrued expenses 38,524 40,714 Returns reserve 69,661 63,780 Current lease liabilities 9,066 6,863 Other current liabilities 33,744 30,442 Total current liabilities 196,097 189,620 Non-current lease liabilities 31,665 34,126 Total liabilities 227,762 223,746 Stockholders’ equity: Class A common stock, $ 0.001 par value; 1,000,000,000 shares authorized as of December 31, 2024 and December 31, 2023; 39,699,150 and 38,693,589 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively. 40 39 Class B common stock, $ 0.001 par value; 125,000,000 shares authorized as of December 31, 2024 and December 31, 2023; 31,501,330 and 32,597,119 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively. 32 33 Additional paid-in capital 133,046 116,713 Retained earnings 305,070 268,355 Non-controlling interest ( 403 ) — Total stockholders’ equity 437,785 385,140 Total liabilities and stockholders’ equity $ 665,547 $ 608,886 The accompanying notes are an integral part of these consolidated financial statements. 79 REVOLVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STAT EMENTS OF INCOME (In thousands, except per share data) Year Ended December 31, 2024 2023 2022 Net sales $ 1,129,911 $ 1,068,719 $ 1,101,416 Cost of sales 536,638 514,520 509,093 Gross profit 593,273 554,199 592,323 Operating expenses: Fulfillment 37,389 36,654 31,804 Selling and distribution 195,169 197,052 190,419 Marketing 167,176 171,774 181,648 General and administrative 142,122 126,585 115,312 Total operating expenses 541,856 532,065 519,183 Income from operations 51,417 22,134 73,140 Other income, net ( 13,030 ) ( 15,627 ) ( 3,476 ) Income before income taxes 64,447 37,761 76,616 Provision for income taxes 15,676 9,614 17,919 Net income 48,771 28,147 58,697 Less: Net loss attributable to non-controlling interest 786 — — Net income attributable to Revolve Group, Inc. stockholders $ 49,557 $ 28,147 $ 58,697 Earnings per share of Class A and Class B common stock: Basic $ 0.70 $ 0.39 $ 0.80 Diluted $ 0.69 $ 0.38 $ 0.79 Weighted average number of shares of Class A and Class B common stock outstanding: Basic 70,846 72,961 73,314 Diluted 71,677 73,583 74,520 The accompanying notes are an integral part of these consolidated financial statements. 80 REVOLVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS O F COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2024 2023 2022 Net income $ 48,771 $ 28,147 $ 58,697 Other comprehensive (loss) income: Cumulative translation adjustment ( 1,064 ) 1,958 ( 2,887 ) Total other comprehensive (loss) income ( 1,064 ) 1,958 ( 2,887 ) Total comprehensive income 47,707 30,105 55,810 Less: Comprehensive loss attributable to non-controlling interest ( 4 ) — — Comprehensive income attributable to Revolve Group, Inc. stockholders $ 47,711 $ 30,105 $ 55,810 The accompanying notes are an integral part of these consolidated financial statements. 81 REVOLVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In thousands, except share data) Common Stock Additional Paid-in Retained Non-controlling Total Stockholders’ Number Amount Capital Earnings Interest Equity Balance as of December 31, 2021 73,233,321 $ 73 $ 103,590 $ 213,351 $ — $ 317,014 Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units 130,308 1 886 — — 887 Equity-based compensation — — 5,862 — — 5,862 Cumulative translation adjustment — — — ( 2,887 ) — ( 2,887 ) Net income — — — 58,697 — 58,697 Balance as of December 31, 2022 73,363,629 74 110,338 269,161 — 379,573 Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units 125,933 — 536 — — 536 Repurchases of Class A common stock ( 2,198,854 ) ( 2 ) — ( 30,911 ) — ( 30,913 ) Equity-based compensation — — 5,839 — — 5,839 Cumulative translation adjustment — — — 1,958 — 1,958 Net income — — — 28,147 — 28,147 Balance as of December 31, 2023 71,290,708 72 116,713 268,355 — 385,140 Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units 676,970 1 6,414 — — 6,415 Repurchases of Class A common stock ( 767,198 ) ( 1 ) — ( 11,778 ) — ( 11,779 ) Equity-based compensation — — 10,028 — — 10,028 Cumulative translation adjustment — — — ( 1,064 ) — ( 1,064 ) Issuance of non-controlling interest at fair value — — ( 109 ) — 383 274 Net income (loss) — — — 49,557 ( 786 ) 48,771 Balance as of December 31, 2024 71,200,480 $ 72 $ 133,046 $ 305,070 $ ( 403 ) $ 437,785 The accompanying notes are an integral part of these consolidated financial statements. 82 REVOLVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEM ENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 Operating activities: Net income $ 48,771 $ 28,147 $ 58,697 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,429 5,094 4,791 Rental product depreciation 736 — — Equity-based compensation 10,028 5,839 5,862 Deferred income taxes, net ( 6,855 ) ( 5,251 ) ( 5,695 ) Changes in operating assets and liabilities: Accounts receivable 2,067 ( 6,984 ) ( 782 ) Inventories ( 24,791 ) 11,637 ( 43,965 ) Income taxes receivable 430 1,349 401 Prepaid expenses and other current assets 1,812 ( 5,649 ) ( 17,760 ) Other assets ( 13,593 ) ( 1,365 ) 1,939 Accounts payable ( 2,723 ) ( 2,968 ) ( 3,556 ) Income taxes payable 4 ( 229 ) 229 Accrued expenses ( 2,190 ) 2,448 4,367 Returns reserve 5,881 399 14,085 Right-of-use lease assets and current and non-current lease liabilities ( 77 ) 3,010 1,162 Other current liabilities 2,763 7,865 3,661 Net cash provided by operating activities 26,692 43,342 23,436 Investing activities: Purchases of property and equipment ( 5,649 ) ( 4,198 ) ( 5,167 ) Purchases of rental product ( 3,038 ) — — Cash paid for acquisition ( 427 ) — — Net cash used in investing activities ( 9,114 ) ( 4,198 ) ( 5,167 ) Financing activities: Proceeds from the exercise of stock options, net of tax withholdings on share-based payment awards 6,415 536 887 Repurchases of Class A common stock ( 11,778 ) ( 30,913 ) — Net cash (used in) provided by financing activities ( 5,363 ) ( 30,377 ) 887 Effect of exchange rate changes on cash and cash equivalents ( 1,064 ) 1,958 ( 2,887 ) Net increase in cash and cash equivalents 11,151 10,725 16,269 Cash and cash equivalents, beginning of year 245,449 234,724 218,455 Cash and cash equivalents, end of year $ 256,600 $ 245,449 $ 234,724 Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes, net of refund $ 22,203 $ 12,995 $ 23,031 Operating leases $ 9,305 $ 7,012 $ 5,858 Supplemental disclosure of non-cash activities: Lease assets obtained in exchange for new operating lease liabilities $ 7,180 $ 20,452 $ 21,938 The accompanying notes are an integral part of these consolidated financial statements. 83 REVOLVE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Description of Business Revolve Group, Inc., or REVOLVE, is an online fashion retailer for Millennial and Generation Z consumers. Through our websites and mobile applications we deliver an aspirational customer experience from a vast yet curated offering. Our dynamic platform connects a deeply engaged community of consumers, global fashion influencers, and a broad yet curated collection of brands. We are headquartered in Los Angeles County, California. Note 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission. The accompanying consolidated financial statements include the balances of Revolve Group, Inc. and all of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These reclassifications had no effect on the reported results of operations. Our fiscal year ends on December 31 of each year. Use of Estimates The preparation of 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 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. Net Sales 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 . We defer 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 84 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 the years ended December 31, 2024, 2023 and 2022 (in thousands): December 31, 2024 2023 2022 Beginning balance $ 63,780 $ 63,381 $ 49,296 Returns ( 1,538,265 ) ( 1,505,490 ) ( 1,396,396 ) Provisions 1,544,146 1,505,889 1,410,481 Ending balance $ 69,661 $ 63,780 $ 63,381 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 $ 3.3 million, $ 2.6 million and $ 1.7 million for the years ended December 31, 2024, 2023 and 2022, 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 sales taxes in all states that have adopted laws imposing sales tax collection obligations on out-of-state retailers and are subject to audits by state governments of sales tax collection obligations on out-of-state retailers in jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively. No significant interest or penalties related to sales taxes are recognized in the accompanying 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 12, Segment Information , for disaggregation of net sales by reportable segment, geographic area and major product category. Rental Product, Net During the second quarter of 2024, we entered into a consignment agreement with a third party to rent a limited quantity of our product assortment, primarily handbags, to customers. 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 typically two years . Rental product depreciation is included in cost of sales in the condensed consolidated statements of income. As of December 31, 2024, rental product, net amounted to $ 2.3 million and was included within other assets. Rental product depreciation was $ 0.7 million for the year ended December 31, 2024. 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 85 enrollment. The subscription has a minimum period of three months after which it renews automatically on a monthly basis until cancelled by the customer. Cost of Sales Cost of sales consists of the purchase price of merchandise sold to customers and includes import duties, net of drawback claims, and other taxes, inbound freight costs, receiving costs, defective merchandise returned from customers, inventory valuation adjustments, and other miscellaneous shrinkage . Fulfillment Fulfillment expenses primarily consist of those costs incurred in operating and staffing the fulfillment centers, including costs attributable to inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment. Fulfillment expenses also include the cost of warehousing facilities. Selling and Distribution Selling and distribution expenses consist of shipping and other transportation costs incurred delivering merchandise to customers and customers returning merchandise, customer service costs, merchant processing fees, shipping supplies and other selling expenses. The amount of shipping and handling costs included in selling and distribution is $ 121.0 million, $ 128.1 million, and $ 120.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. Marketing Marketing expenses are expensed as incurred and 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 marketing and mobile “push” communications through our mobile applications. Marketing expenses also include brand marketing investments, including events, fees paid to influencers, and other forms of online and offline marketing. Marketing expenses are primarily related to growing and retaining the customer base. General and Administrative General and administrative expenses consist primarily of payroll and related benefit costs and equity‑based compensation expense for employees involved in general corporate functions including merchandising, marketing, studio and technology, as well as costs associated with the use by these functions of facilities and equipment, including depreciation, rent and other occupancy expenses. Earnings per Share Basic earnings per share is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share represents net income divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive stock options and restricted stock units, or RSUs. See Note 10, Earnings per Share , for further information. Cash and Cash Equivalents We maintain the majority of our cash and cash equivalents in money market funds and checking accounts with major financial institutions within the United States. Deposits in these institutions may exceed federally insured limits. Accounts Receivable, Net Accounts receivable are composed primarily of amounts due from financial institutions related to credit card sales. We do not maintain an allowance for doubtful accounts related to these receivables as payment is typically received in full within a few business days after the sale. We carry the remaining portion of accounts receivable at 86 invoiced amounts less allowances for doubtful accounts and other deductions. Allowance for doubtful accounts was insignificant at both December 31, 2024 and 2023. Management evaluates the ability to collect accounts receivable based on a combination of factors. An allowance for doubtful accounts is maintained based on the length of time receivables are past due and the status of a customer’s financial position. Receivables are written off in the period deemed uncollectible after collection efforts have proven unsuccessful. We do not accrue interest on our trade receivables. Inventory Inventories are stated at the lower of cost and net realizable value. Cost is determined using the specific identification method. Cost of inventory includes import duties and other taxes and transport and handling costs. We make inventory valuation adjustments when it appears that the carrying cost of the inventory may not be recovered through subsequent sale of the inventory. We analyze the quantity of inventory on hand, the quantity sold in the past year, the anticipated sales volume, the expected sales price and the cost of making the sale when evaluating the value of our inventory. If the sales volume or sales price of specific products declines, additional write-downs may be required. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of expected merchandise returns net of related costs, advanced payments on inventory to be delivered from vendors, prepaid packaging, and prepaid insurance. Business Combinations We account for business combinations using the acquisition method. All of the identifiable assets acquired, the liabilities assumed, and any noncontrolling 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 noncontrolling 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. Noncontrolling 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. Alexandre Vauthier Acquisition In February 2024, Alexandre Vauthier, a French luxury fashion brand, filed for bankruptcy due to difficulties resulting from an increase in its working capital requirements. On June 19, 2024, pursuant to a decision rendered by the Commercial Court of Paris, Revolve Group, Inc. acquired the business of Alexandre Vauthier, for $ 0.4 million. The acquisition was made through L.A. Rive Droite, a newly incorporated French joint stock company. As of the acquisition date, the approximate fair value of net assets acquired was $ 0.4 million. The results of operations of the acquired business are included in the Company ’ s consolidated results beginning June 19, 2024. On July 1, 2024, the Company entered into a shareholders’ agreement with Mr. Alexandre Vauthier, according to which Mr. Alexandre Vauthier transferred all intellectual property and other rights relating to the business held by 87 him in exchange for 20 % share capital and voting interest in L.A. Rive Droite. Following that transfer, the Company recorded a noncontrolling interest of $ 0.4 million within its condensed consolidated balance sheets, which was measured based on the fair value of L.A. Rive Droite’s net identifiable assets as of July 1, 2024. Total acquisition costs incurred by the Company in connection with the purchase were $ 0.5 million and primarily related to legal fees. These costs are recorded within general and administrative expenses in the condensed consolidated statements of income. Equity Investments We hold an equity investment in a privately held company without readily determinable fair value. This investment is measured at cost, less impairment and included in other assets in the accompanying consolidated balance sheets. Changes in fair value resulting from observable transactions for identical or similar investments of the same issuer are recorded in other income (expense), net. Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Depreciation is calculated on the straight‑line method over the estimated useful lives of the assets. The estimated useful lives of equipment and fixtures, and leasehold improvements range from three to five years or if shorter, the remaining lease term for leasehold improvements. The estimated useful life of our capitalized software is three years . Leases We lease office, warehouse and retail space and equipment used in connection with our operations under various operating leases, some of which provide for rental payments on a graduated basis, rent holidays and other incentives. Operating leases with a term greater than one year are recorded on the consolidated balance sheets as right-of-use lease assets and lease liabilities at the commencement date. These balances are initially recorded at the present value of future minimum lease payments calculated using our incremental borrowing rate and expected lease term, which includes options to extend or terminate the lease which we are reasonably certain to exercise and adjusted for items such as initial direct costs paid or incentives received. A right-of-use lease asset and lease liability are not recognized for leases with an initial term of 12 months or less, and the lease expense is recognized on a straight-line basis over the lease term. We also elected to combine lease and non-lease components on all new or modified leases into a single lease component. Impairment of Long-Lived Assets We review long‑lived assets for possible impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. This determination includes evaluation of factors such as future asset utilization and future net undiscounted cash flows expected to result from the use of the assets. If circumstances require a long‑lived asset or asset group be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset group to its carrying amount. If the carrying amount of the long‑lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. No impairment losses were recognized during the years ended December 31, 2024, 2023 and 2022. Goodwill Goodwill represents the excess of acquisition cost over the fair value of the related net assets acquired and is not subject to amortization. As of December 31, 2024 and 2023, we had goodwill of $ 2.0 million. We review our goodwill annually for impairment or when circumstances indicate its carrying value may not be recoverable. We perform this evaluation at the reporting unit level, comprised of the principle business units within our REVOLVE segment. In order to test for goodwill impairment, we compare the fair value of the reporting unit to its 88 carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized cannot exceed the carrying amount of goodwill. We perform our annual impairment review of goodwill at December 31, and when a triggering event occurs between annual impairment tests. No goodwill impairment was recorded for the years ended December 31, 2024, 2023 and 2022. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are recorded net on the face of the balance sheet. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize the effect of income tax positions only if those positions are more-likely than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 % likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Deferred tax assets are recognized to the extent it is believed that these assets are more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more-likely than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax‑planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more‑likely than‑not that we will realize the benefits of these deductible differences, net of the valuation allowance. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. Equity-based Compensation We measure equity-based compensation expense associated with the awards granted based on their estimated fair values at the grant date. For awards with service conditions only, equity-based compensation expense is recognized over the requisite service period using the straight-line method. For awards with service and performance conditions, we recognize the compensation expense if and when we conclude that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance condition at each reporting date. Forfeitures are recorded as they occur. See Note 9, Equity-based Compensation , for additional details. Employee Benefit Plan We sponsor a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a percentage of their pretax earnings annually, subject to limitations imposed by the Internal Revenue Service. We have the ability to make discretionary contributions to the 401(k) plan but have not done so to date. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. 89 Fair Value Measurements We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The carrying amounts for our cash and cash equivalents, accounts receivable, accounts payable, line of credit and accrued expenses approximate fair value due to their short-term maturities. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full-term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. We consider all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Our cash equivalents are comprised of money market funds, which are valued based on Level 1 inputs consisting of quoted prices in active markets. Our cash equivalents as of December 31, 2024 and 2023 were $ 211.6 million and $ 212.0 million, respectively. Comprehensive Income Comprehensive income consists of net income and foreign currency translation adjustments. Certain Risks and Concentrations We are subject to certain risks, including dependence on third‑party technology providers and hosting services for our website servers, exposure to risks associated with online commerce security, credit card fraud, as well as the interpretation of state and local laws and regulations related to the collection and remittance of sales and use taxes. We do not have significant vendor concentrations. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. We adopted ASU 2023-07 in the fourth quarter of 2024 by including cost of sales by segment disclosure within Note 12, Segment Information , as our chief operating decision makers periodically review segment gross profit to assess segment performance and cost of sales is considered both easily computable and significant. Accounting Pronouncements Not Yet Effective In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances income tax disclosures, primarily through changes to the rate reconciliation and disaggregation of income taxes paid. ASU 2023-09 is effective for us for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements and related disclosures. 90 Note 3. Goodwill and Other Intangible Assets, Net The carrying value of goodwill as of December 31, 2024 and 2023, was $ 2.0 million. No goodwill impairment was recorded for the years ended December 31, 2024, 2023 and 2022. The gross amounts and accumulated amortization of our acquired identifiable intangible assets with finite useful lives as of December 31, 2024 and 2023, included in intangible assets, net in the accompanying consolidated balance sheets, are as follows (in thousands): December 31, Useful life 2024 2023 Customer relationships 3 – 6 years $ 381 $ 381 Trademarks (1) 4 – 10 years 4,728 4,218 Total intangible assets 5,109 4,599 Less accumulated amortization ( 2,815 ) ( 2,724 ) Total intangible assets, net $ 2,294 $ 1,875 (1) Includes $ 0.9 million and $ 1.2 million of intangible assets not subject to amortization as of December 31, 2024 and 2023, respectively. Our amortization expense for acquired identifiable intangible assets with finite useful lives was $ 0.2 million for the year ended December 31, 2024 and $ 0.1 million for the years ended December 31, 2023 and 2022. Future estimated amortization expense for acquired identifiable intangible assets is as follows (in thousands): Amortization Expense Year ending December 31: 2025 $ 235 2026 216 2027 202 2028 183 2029 155 Thereafter 413 Total amortization expense $ 1,404 Note 4. Property and Equipment, Net Property and equipment, net is summarized as follows (in thousands): December 31, 2024 2023 Office and warehouse equipment and fixtures $ 13,621 $ 12,831 Computer equipment and capitalized software 12,137 9,856 Leasehold improvements 4,374 2,683 Other 1,035 387 Total property and equipment 31,167 25,757 Less accumulated depreciation and amortization ( 22,230 ) ( 17,994 ) Total property and equipment, net $ 8,937 $ 7,763 Total depreciation and amortization expense for the years ended December 31, 2024, 2023 and 2022 was $ 4.3 million, $ 5.0 million, and $ 4.7 million, respectively. For the years ended December 31, 2024, 2023 and 2022, $ 2.9 million, $ 2.7 million, and $ 2.6 million, respectively, was recorded in general and administrative expense and $ 1.4 million, $ 2.3 million, and $ 2.1 million, respectively, was recorded in fulfillment expense in the accompanying consolidated statements of income. 91 Note 5. Leases We lease office, warehouse and retail space and equipment used in connection with our operations under various operating leases, some of which provide for rental payments on a graduated basis, rent holidays and other incentives. Operating leases with a term greater than one year are recorded on the consolidated balance sheets as right-of-use lease assets and lease liabilities at the commencement date. These balances are initially recorded at the present value of future minimum lease payments calculated using our incremental borrowing rate and expected lease term and adjusted for items such as initial direct costs paid or incentives received. The following table includes the components of our lease expense recorded in fulfillment expenses and general and administrative expenses in the accompanying consolidated statements of income. Year Ended December 31, 2024 2023 2022 (in thousands) Operating lease expense $ 10,658 $ 8,991 $ 6,138 Short-term lease expense 115 105 119 Variable lease expense 1,301 876 465 Total $ 12,074 $ 9,972 $ 6,722 The following table presents future minimum lease payments and the impact of discounting as of December 31, 2024. December 31, 2024 (in thousands) 2025 $ 12,005 2026 12,428 2027 10,894 2028 7,913 2029 1,646 Thereafter 3,254 Total minimum lease payments 48,140 Less imputed interest ( 7,409 ) Present value of lease liabilities $ 40,731 The weighted-average remaining term for our leases as of December 31, 2024 and 2023 was 4.4 years and 4.9 years, respectively. The weighted-average discount rate for our leases as of December 31, 2024 and 2023 was 8.3 % and 8.5 %, respectively. Note 6. Line of Credit On March 23, 2021, we amended and restated ou r existing credit agreement to, among other things, extend the expiration date from March 23, 2021 to March 23, 2026 . On May 11, 2023, we amended the credit agreement to replace the LIBO reference rate with a term SOFR reference rate and made conforming changes throughout the credit agreement. 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 our option, at (1) a base rate equal to the highest of (a) the federal funds rate, plus 0.50 %, (b) the prime rate and (c) an adjusted term SOFR rate determined on the basis of a one-month interest period , plus 1.00 %, or (2) an adjusted 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. No borrowings were outstanding as of December 31, 2024 and 2023. 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 92 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. Our obligations under the credit agreement are secured by substantially all of our assets. 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 are prohibited from paying cash dividends with respect to our capital stock . We were in compliance with all financial covenants as of December 31, 2024 and 2023. Note 7. 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 consolidated financial statements. Tax Contingencies We are subject to income taxes in the United States, the United Kingdom, or UK, France and Netherlands. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax-related uncertainties based on estimates or whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reserves in light of changing facts and circumstances, such as the outcome of tax audits. Our provision for income taxes does not include any reserve provision because we believe that all of our tax positions are highly certain. Legal Proceedings In March 2022, we received a cease and desist letter alleging copyright infringement and related claims. During 2022, we accrued $ 6.3 million to general and administrative expenses for estimated losses and legal fees that we expected to incur in connection with these claims and during the three months ended March 31, 2023, we accrued an additional $ 0.3 million for estimated legal fees. In February, 2023, we entered into a final settlement agreement with the claimant and paid approximately $ 1.5 million in settlement costs and legal fees related to this matter, net of insurance proceeds. The related insurance proceeds of $ 5.1 million were recorded within other income, net in the accompanying statements of income. In March 2023, we received a separate cease-and-desist letter alleging copyright infringement and related claims. During 2023, we accrued $ 7.3 million to general and administrative expenses for estimated losses and legal fees that we expected to incur in connection with these claims. In November 2023, we entered into a final settlement agreement with the claimant and paid $ 7.3 million in settlement costs and legal fees related to this matter. During the three months ended March 31, 2024, we received $ 2.8 million in insurance proceeds related to this matter. We record insurance proceeds related to legal matters within other income, net in the period in which they are received. 93 In February 2024, the U.S. Fish and Wildlife Service served us with a notice of violation and proposed civil penalty, alleging that we have violated certain administrative requirements under the Endangered Species Act and the Lacey Act in connection with our export and import of certain items of merchandise. During the fourth quarter of 2023, we accrued $ 2.8 million to general and administrative expenses for estimated losses and legal fees related to this matter and during the second quarter of 2024, we accrued an additional $ 0.4 million to general and administrative expenses for estimated losses and legal fees related to this matter. In June 2024, we entered into a final settlement with the U.S. Fish and Wildlife Service and paid $ 3.2 million in settlement cost and legal fees related to this matter. Leases We have obligations under operating leases for office, fulfillment facilities and retail stores. For a description of our leases, please see Note 5, Leases . Note 8. Income Taxes The components of income before income tax expense are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Domestic $ 55,503 $ 31,942 $ 66,966 Foreign 8,944 5,819 9,650 $ 64,447 $ 37,761 $ 76,616 The components of the provision for income tax expense (benefit) are as follows (in thousands): December 31, 2024 Current Deferred Total U.S. federal $ 14,865 $ ( 5,373 ) $ 9,492 State and local 5,429 ( 1,482 ) 3,947 Foreign 2,237 — 2,237 $ 22,531 $ ( 6,855 ) $ 15,676 December 31, 2023 Current Deferred Total U.S. federal $ 8,758 $ ( 2,853 ) $ 5,905 State and local 4,740 ( 2,398 ) 2,342 Foreign 1,367 — 1,367 $ 14,865 $ ( 5,251 ) $ 9,614 December 31, 2022 Current Deferred Total U.S. federal $ 16,480 $ ( 4,249 ) $ 12,231 State and local 5,300 ( 1,446 ) 3,854 Foreign 1,834 — 1,834 $ 23,614 $ ( 5,695 ) $ 17,919 94 The components of net deferred tax assets (liabilities) are as follows (in thousands): December 31, 2024 2023 Deferred tax assets: Accrued liabilities, reserves and other $ 19,369 $ 16,689 UNICAP 8,108 6,081 Tax basis goodwill 753 1,024 Investment in FWRD 4,381 4,032 Equity-based compensation 4,836 3,638 Deferred revenue 4,564 4,077 Research and development expenses 1,953 1,332 Lease liabilities 10,052 11,511 Net operating loss — 24 Gross deferred tax assets 54,016 48,408 Valuation allowance — ( 23 ) Deferred tax assets, net of valuation allowance 54,016 48,385 Deferred tax liabilities: Accrued expenses and reserves ( 6,766 ) ( 6,255 ) State taxes ( 1,504 ) ( 1,322 ) Depreciation ( 69 ) ( 569 ) Right-of-use lease assets ( 8,817 ) ( 10,234 ) Total gross deferred liabilities ( 17,156 ) ( 18,380 ) Net deferred tax assets $ 36,860 $ 30,005 As of December 31, 2024, there were no gross federal and state operating loss carryforwards. As of December 31, 2023, gross federal and state operating loss carryforwards were insignificant. In accordance with ASC 740-30-25-17, we intend that the undistributed net earnings from continuing operations as well as the future net earnings of the foreign subsidiaries to be permanently reinvested in our operations outside of the U.S. Our effective tax rate was different than the statutory U.S. federal income tax rate for the following reasons: December 31, 2024 2023 2022 Computed “expected” tax expense 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 4.8 5.0 4.0 Foreign-derived intangible income ( 0.7 ) ( 1.4 ) ( 1.1 ) Permanent items 0.6 0.7 0.2 Equity-based compensation ( 2.8 ) ( 0.3 ) ( 0.7 ) Section 162(m) limitation 0.5 — — Other 0.9 0.5 — 24.3 % 25.5 % 23.4 % For the years ended December 31, 2024, 2023 and 2022, we filed a consolidated federal and state income tax return for Revolve Group, Inc. We believe that there are no uncertain tax positions that would impact the accompanying consolidated financial statements. We do not anticipate there will be a material change in our recognition of uncertain tax positions in the next 12 months. The tax years ended December 31, 2021 through 2024 remain subject to possible examination by the Internal Revenue Service and the tax years ended December 31, 2020 through 2024 remain subject to possible examination by state tax jurisdictions. No interest or penalties related to income taxes are recognized in the accompanying consolidated financial statements. 95 In October 2021, the Organization for Economic Co-operation and Development 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 yet adopted the Pillar Two rules, various other governments around the world are enacting legislation. As currently designed, Pillar Two will apply to our worldwide operations. However, given that we do not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, these rules are not expected to materially increase our global tax costs. We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two model rules in the jurisdictions in which we operate. Note 9. 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. As of December 31, 2024, approximately 8.9 million common shares remain available for future issuance under the 2019 Plan. Our board of directors determined no t to increase the number of shares reserved for issuance under the 2019 Plan as of January 1, 2025 . The grant-date fair value of RSUs is measured on the grant date based on the closing fair market value of our Class A common stock. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires inputs such as expected term, fair value per unit of our Class A shares, expected volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. We utilized the simplified method for calculating expected term using the average of the vesting period and the contractual life of the option. The dividend yield is 0 %, as we have not paid, nor do we expect to pay, dividends. The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent remaining term. Expected volatility is estimated based on the average historical volatility of the Company ’s stock. The fair value of options granted is based on observable market prices. For awards with service and performance conditions, we recognize the compensation expense if and when we conclude that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance condition at each reporting date. The weighted average assumptions for the grants in the years ended December 31, 2024, 2023 and 2022 are provided in the following table: December 31, 2024 2023 2022 Valuation assumptions: Expected dividend yield — % — % — % Expected volatility 51.3 % 46.2 % 47.3 % Expected term (years) 6.5 6.5 6.5 Risk-free interest rate 4.2 % 4.3 % 2.4 % 96 Option activity under the 2013 and 2019 Plans is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Balance at January 1, 2024 5,229,440 $ 15.62 8.0 $ 18,882 Granted 241,959 20.71 8.5 Exercised ( 617,509 ) 11.19 — Forfeited ( 170,881 ) 21.12 — Expired ( 17,000 ) 25.18 — Balance at December 31, 2024 4,666,009 16.23 7.4 85,899 Exercisable at December 31, 2024 1,351,120 16.48 5.3 25,472 Vested and expected to vest 3,089,753 17.85 6.8 53,695 RSU award activity under the 2019 Plan is as follows: Class A Common Stock Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Unvested at January 1, 2024 33,136 $ 19.91 0.4 $ 549 Granted (1) 119,151 22.74 0.6 — Vested ( 80,655 ) 21.61 Forfeited (2) ( 437 ) 26.82 Unvested at December 31, 2024 71,195 22.68 1.0 2,384 (1) Includes an adjustment of 6,847 shares underlying performance-based RSU awards made during the year ended December 31, 2024. The vesting of such RSUs is based upon the Company’s current performance against predefined financial targets. (2) Includes an adjustment of ( 437 ) shares underlying performance-based RSU awards made during the year ended December 31, 2024. The vesting of such RSUs is based upon the Company’s current performance against predefined financial targets. There were 241,959 options and 112,304 RSUs granted during 2024. The weighted average grant-date fair value of options and RSUs granted during 2024 was $ 11.47 per share and $ 22.49 per share, respectively. As of December 31, 2024, there was $ 13.3 million of total unrecognized compensation cost related to unvested RSUs and time-based options granted under the 2013 Plan and 2019 Plan, which is expected to be recognized over a weighted average service period of 2.7 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 December 31, 2024, 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 2.5 years. As of December 31, 2024, we had unrecognized stock-based compensation expense of $ 10.7 million for the operational milestones that were considered not probable of achievement. During 2024 and 2023, we recorded stock-based compensation expense of $ 0.1 million and $ 0.3 million, respectively, related to the 2023 Performance Option Awards. 97 Equity‑based compensation cost that has been included in general and administrative expense in the accompanying consolidated statements of income amounted to $ 10.0 million, $ 5.8 million, and $ 5.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. An excess income tax benefit of $ 1.8 million, $ 0.1 million and $ 0.5 million was recognized in the consolidated statements of income for equity‑based compensation arrangements for the years ended December 31, 2024, 2023 and 2022, respectively. Note 10. Earnings per Share Basic and diluted earnings per share is presented in conformity with the two-class method required for multiple classe s 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 to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one 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 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. 98 The following table presents the calculation of basic and diluted earnings per share: Year Ended December 31, 2024 2023 2022 Class A Class B Class A Class B Class A Class B Numerator Net income $ 26,414 $ 22,357 $ 15,572 $ 12,575 $ 32,531 $ 26,166 Net loss attributable to non-controlling interest 426 360 — — — — Net income attributable to common stockholders - basic 26,840 22,717 15,572 12,575 32,531 26,166 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 22,717 — 12,575 — 26,166 — Reallocation of undistributed earnings to Class B shares — 311 — 132 — 526 Net income attributable to common stockholders - diluted $ 49,557 $ 23,028 $ 28,147 $ 12,707 $ 58,697 $ 26,692 Denominator Weighted average shares used to compute earnings per share — basic 38,370 32,476 40,364 32,597 40,632 32,682 Conversion of Class B to Class A common shares outstanding 32,476 — 32,597 — 32,682 — Effect of dilutive stock options and RSUs 831 831 622 622 1,206 1,206 Weighted average number of shares used to compute earnings per share — diluted 71,677 33,307 73,583 33,219 74,520 33,888 Earnings per share: Basic $ 0.70 $ 0.70 $ 0.39 $ 0.39 $ 0.80 $ 0.80 Diluted $ 0.69 $ 0.69 $ 0.38 $ 0.38 $ 0.79 $ 0.79 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): Year Ended December 31, 2024 2023 2022 Stock options to purchase Class A and Class B common stock, and RSUs 1,265 1,365 534 Note 11. 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 share repurchase program will be retired. During 2024, we repurchased and retired 767,198 shares of Class A common stock for a total cost of $ 11.8 million, exclusive of broker fees and excise tax, at an average price of $ 15.35 per share. During 2023, we repurchased and retired 2,198,854 shares of Class A common stock for a total cost of $ 30.6 million, exclusive of broker fees and excise tax, at an average price of $ 13.91 per share. Broker fees and excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as part of the cost basis. 99 Note 12. Segment Information We have two reportable segments, REVOLVE and FWRD, each offering apparel, shoes, accessories, beauty and home products available for sale to customers through their respective websites. 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-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 the years ended December 31, 2024, 2023 and 2022, 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): Year Ended December 31, 2024 2023 2022 Net sales REVOLVE $ 970,517 $ 904,525 $ 921,676 FWRD 159,394 164,194 179,740 Total $ 1,129,911 $ 1,068,719 $ 1,101,416 Cost of sales REVOLVE $ 435,918 $ 412,708 $ 407,091 FWRD 100,720 101,812 102,002 Total $ 536,638 $ 514,520 $ 509,093 Gross profit REVOLVE $ 534,599 $ 491,817 $ 514,585 FWRD 58,674 62,382 77,738 Total $ 593,273 $ 554,199 $ 592,323 All of our long-lived assets and goodwill are located in the United States as of the years ended December 31, 2024, 2023 and 2022. The following table lists net sales by geographic area (in thousands): Year Ended December 31, 2024 2023 2022 United States $ 903,484 $ 870,405 $ 914,364 Rest of the world (1) 226,427 198,314 187,052 Total net sales $ 1,129,911 $ 1,068,719 $ 1,101,416 (1) No individual country exceeded 10% of total net sales for any period presented. 100 The following tables summarize net sales and percentage of net sales by product category for the years ended December 31, 2024, 2023 and 2022 (in thousands): Year Ended December 31, 2024 2023 2022 Net Sales Fashion Apparel $ 499,089 $ 469,718 $ 508,282 Dresses 331,414 315,237 332,358 Handbags, Shoes and Accessories 237,947 235,085 220,551 Beauty 48,989 41,612 32,618 Other (1) 12,472 7,067 7,607 Total net sales $ 1,129,911 $ 1,068,719 $ 1,101,416 As a percentage of net sales Fashion Apparel 45 % 44 % 46 % Dresses 29 % 29 % 30 % Handbags, Shoes and Accessories 21 % 22 % 20 % Beauty 4 % 4 % 3 % Other (1) 1 % 1 % 1 % Total net sales 100 % 100 % 100 % (1) Includes deferred revenue, shipping revenue, rental product revenue and other revenue. Note 13. Detail of Certain Balance Sheet Accounts Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2024 2023 Expected merchandise returns, net $ 28,663 $ 26,127 Advanced payments on inventory to be delivered from vendors 10,557 10,306 Prepaid marketing 5,118 2,120 Other 19,373 26,970 Total prepaid expenses and other current assets $ 63,711 $ 65,523 Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, 2024 2023 Marketing $ 15,342 $ 14,113 Sales taxes 5,369 5,332 Selling and distribution 4,761 3,927 Salaries and related benefits 3,779 6,683 Other 9,273 10,659 Total accrued expenses $ 38,524 $ 40,714 101 Other Current Liabilities Other current liabilities consist of the following (in thousands): December 31, 2024 2023 Store credit $ 18,570 $ 13,389 Loyalty Club liability 6,463 5,530 Gift cards 5,130 4,489 Other 3,581 7,034 Total other current liabilities $ 33,744 $ 30,442 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOU NTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. Item 9A. CONTROL S AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on that evaluation, our co-chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management’s Report on Internal Control over Financial Reporting Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Under the supervision and with the participation of our management, including our co-chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our co-chief executive officer and chief financial officer concluded that our internal control over financial reporting was effective as of December 31, 2024. Our independent registered public accounting firm, KPMG LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report which is included herein. 102 Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting during the three months ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitation on Effectiveness of Internal Control The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating and evaluating the controls and procedures and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. Item 9B. OTHE R INFORMATION Securities Trading Plans of Directors and Executive Officers During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408. Item 9C. DISCL OSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 103 PART III Item 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE The information required under this Item is incorporated herein by reference to the information set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders, or the Proxy Statement. Item 11. EXECUTI VE COMPENSATION The information required under this Item is incorporated herein by reference to the information set forth in the Proxy Statement. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required under this Item is incorporated herein by reference to the information set forth in the Proxy Statement. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required under this Item is incorporated herein by reference to the information set forth in the Proxy Statement. Item 14. PRINCIPAL ACCOU NTANT FEES AND SERVICES The information required under this Item is incorporated herein by reference to the information set forth in the Proxy Statement. 104 PART IV Item 15. EXHIBITS AND FINA NCIAL STATEMENT SCHEDULES The following documents are filed as part of this report or incorporated herein by reference: (a) Financial Statements. Our Consolidated Financial Statements listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this report. (b) Financial Statement Schedules . Schedules are omitted because the required information is inapplicable or immaterial, or the information is presented in the consolidated financial statements or related notes. (c) Exhibits. The exhibits listed in the Exhibit Index immediately below are filed as part of this report or are incorporated by reference herein. 105 EXHIBIT INDEX Exhibit Number Description Form File No. Exhibit No. Filing Date Filed/ Furnished Herewith 3.1 Certificate of Incorporation of Revolve Group, Inc. 10-Q 001-38927 3.1 August 12, 2019 3.2 Certificate of Amendment to Certificate of Incorporation of Revolve Group, Inc., as filed with the Secretary of State of the State of Delaware on June 7, 2024 8-K 001-38927 3.1 June 10, 2024 3.3 Amended and Restated Bylaws of Revolve Group, Inc. 8-K 001-38927 3.1 October 27, 2022 4.1 Specimen Common Stock Certificate of the registrant S-1/A 333-227614 4.1 November 21, 2018 4.2 Description of Securities 10-K 001-38927 4.2 February 23, 2023 10.1+ Form of Director and Executive Officer Indemnification Agreement S-1/A 333-227614 10.1 October 9, 2018 10.2+ Form of Registration Rights Agreement S-1/A 333-227614 10.2 October 9, 2018 10.3+ Advance Holdings, LLC 2013 Equity Incentive Plan S-1/A 333-227614 10.3 October 9, 2018 10.4+ Form of Option Agreement under the 2013 Advance Holdings, LLC Equity Incentive Plan S-1/A 333-227614 10.4 October 9, 2018 10.5+ 2019 Equity Incentive Plan S-1/A 333-227614 10.5 March 14, 2019 10.6+ Form of Notice of Stock Option Grant and Stock Option Agreement under the 2019 Equity Incentive Plan S-1/A 333-227614 10.6 March 14, 2019 10.7+ Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the 2019 Equity Incentive Plan S-1/A 333-227614 10.7 March 14, 2019 10.8+ 2019 Employee Stock Purchase Plan S-1/A 333-227614 10.8 March 14, 2019 10.9+ Revolve Group, Inc. Executive Incentive Compensation Plan S-1/A 333-227614 10.9 October 9, 2018 10.10+ Outside Director Compensation Policy S-1/A 333-227614 10.16 October 9, 2018 10.11 Amended and Restated Credit Agreement, dated as of March 23, 2021, by and among Alliance Apparel Group, Inc., Eminent, Inc., Advance Development, Inc, Revolve Group, Inc., Twist Holdings, LLC, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders. 8-K 001-38927 10.1 March 26, 2021 10.12+ Executive Employment Agreement between Eminent, Inc. and Michael Karanikolas S-1/A 333-227614 10.12 October 9, 2018 10.13+ Executive Employment Agreement between Eminent, Inc. and Michael Mente S-1/A 333-227614 10.13 October 9, 2018 10.14+ Executive Employment Agreement between Eminent, Inc. and Jesse Timmermans S-1/A 333-227614 10.14 October 9, 2018 10.15 LIBOR Transition Amendment, dated as of May 11, 2023, to Amended and Restated Credit Agreement, dated as of March 23, 2021, by and among Alliance Apparel Group, Inc., Eminent, Inc., Advance Development, Inc, Revolve Group, Inc., Twist Holdings, LLC, the other guarantors from time to time party thereto, the lenders from time 10-Q 001-38927 10.1 August 2, 2023 106 to time party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders. 19.1 Insider Trading Policy X 21.1 Subsidiaries of the Registrant X 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm X 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-15(d) and 15d-15(e) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Compensation Recovery Policy 10-K 001-38927 97.1 February 27, 2024 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X + Indicates a management contract or compensatory plan. * The certifications attached as Exhibit 32.1 accompanying this report are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Revolve Group, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, irrespective of any general incorporation language contained in such filing. 107 Item 16. FORM 10-K SUMMARY None. 108 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REVOLVE GROUP, INC. By: /s/ JESSE TIMMERMANS Jesse Timmermans Chief Financial Officer Dated: February 25, 2025 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Karanikolas, Michael Mente and Jesse Timmermans, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Title Date /s/ Michael Karanikolas Co-Chief Executive Officer and Director February 25, 2025 Michael Karanikolas (Principal Executive Officer) /s/ Michael Mente Co-Chief Executive Officer and Director February 25, 2025 Michael Mente /s/ Jesse Timmermans Chief Financial Officer February 25, 2025 Jesse Timmermans (Principal Financial and Accounting Officer) /s/ Melanie Cox Director February 25, 2025 Melanie Cox /s/ Jennifer Baxter Moser Director February 25, 2025 Jennifer Baxter Moser /s/ Oana Ruxandra Director February 25, 2025 Oana Ruxandra 109