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RVLV on NYSE

Revolve Group, Inc.

Revolve Group, Inc. is a next-generation fashion retailer for Millennial and Generation Z consumers.2 It is headquartered in Felton, United States.2 Its shares trade on NYSE under the symbol RVLV.2

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Last updated Oct 21, 2026.

Overview

$1.2BRevenue, fiscal 20253
$61.7MNet income, fiscal 20253

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  • TickerRVLV on NYSE2
  • IndustryRetail-Catalog & Mail-Order Houses2
  • HeadquartersFelton, United States2
  • Incorporated inDE4
  • Business address12889 Moore St., Cerritos, Ca 907034
  • Filer categoryLarge accelerated filer4
  • Legal formCorporation2
  • LEI5299000AXC2CP62K3O122
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o TELOS LEGAL CORP., 13 WEST MAIN STREET P.O. BOX 953, 19943 Felton, United States2
  • Registered withDivision of Corporations, Department of State, 52660122

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REVOLVE is the next-generation fashion retailer for Millennial and Generation Z consumers. As a trusted premium lifestyle brand and a go-to online source for discovery and inspiration, we deliver exceptional service and an engaging customer experience with a vast yet curated offering totaling over 140,000 apparel and footwear styles, as well as beauty and accessories. Our dynamic platform connects a deeply engaged community of millions of consumers, thousands of global fashion influencers and over 1,600 emerging, established and owned brands. Through more than 20 years of investment in technology, data analytics and innovative marketing and merchandising strategies, we have built a powerful platform and brand that we believe is connecting with the next generation of consumers and is redefining fashion retail.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

53.5%Gross margin3
6.1%Operating margin3
5.0%Net margin3
8.5%Revenue growth, 20253
12.0%Return on equity3
$48.0MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Fashion Apparel brought in 45% of the revenue Revolve Group, Inc. broke down this way in fiscal 2025.

  1. Fashion Apparel$555.9M345%up 11% from 2024
  2. Dresses$344.5M328%up 4% from 2024
  3. Handbags Shoes And Accessories$248.4M320%up 4% from 2024
  4. Beauty$58.8M35%up 20% from 2024
  5. Manufactured Product, Other$18.1M31%up 45% from 2024
  6. Breakage On Store Credit And Gift Cards$4.2M30%up 27% from 2024
Products and services by year
Products and services202320242025
Fashion Apparel$469.7M$499.1M$555.9M
Dresses$315.2M$331.4M$344.5M
Handbags Shoes And Accessories$235.1M$237.9M$248.4M
Beauty$41.6M$49.0M$58.8M
Manufactured Product, Other$7.1M$12.5M$18.1M
Breakage On Store Credit And Gift Cards$2.6M$3.3M$4.2M

Business segments

Revolve brought in 86% of the revenue Revolve Group, Inc. broke down this way in fiscal 2025.

  1. Revolve$1.1B386%up 9% from 2024
  2. Forward$171.6M314%up 8% from 2024
Business segments by year
Business segments202320242025
Revolve$904.5M$970.5M$1.1B
Forward$164.2M$159.4M$171.6M

Regions

United States brought in 79% of the revenue Revolve Group, Inc. broke down this way in fiscal 2025.

  1. United States$972.4M379%up 8% from 2024
  2. Outside the United States$253.3M321%up 12% from 2024
Regions by year
Regions202320242025
United States$870.4M$903.5M$972.4M
Outside the United States$198.3M$226.4M$253.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue46¢$569.9M
  • Other costs47¢$572.9M
  • Income tax2¢$21.2M
  • Profit5¢$61.7M

Out of $1.2B in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Capital spending19¢$11.4M
  • Share buybacks3¢$2.0M
  • Kept or used elsewhere77¢$46.0M

Out of $59.4M of cash from operations.3

Financial statements

Revenue78910113$1.2B in 2025+146% since 2018
0$500.0M$1.0B$1.5B2018: $498.7M$498.7M20182019: $601.0M$601.0M2019+21%2020: $580.6M$580.6M2020−3%2021: $891.4M$891.4M2021+54%2022: $1.1B$1.1B2022+24%2023: $1.1B$1.1B2023−3%2024: $1.1B$1.1B2024+6%2025: $1.2B$1.2B2025+8%
Gross profit78910113$655.8M in 2025+147% since 2018
0$200.0M$400.0M$600.0M$800.0M2018: $265.3M$265.3M20182019: $322.0M$322.0M2019+21%2020: $305.3M$305.3M2020−5%2021: $489.8M$489.8M2021+60%2022: $592.3M$592.3M2022+21%2023: $554.2M$554.2M2023−6%2024: $593.3M$593.3M2024+7%2025: $655.8M$655.8M2025+11%
Operating income78910113$74.3M in 2025+78% since 2018
0$50.0M$100.0M$150.0M2018: $41.8M$41.8M20182019: $48.1M$48.1M2019+15%2020: $61.1M$61.1M2020+27%2021: $105.3M$105.3M2021+72%2022: $73.1M$73.1M2022−31%2023: $22.1M$22.1M2023−70%2024: $51.4M$51.4M2024+132%2025: $74.3M$74.3M2025+44%
Net income78910113$61.7M in 2025+101% since 2018
0$25.0M$50.0M$75.0M$100.0M2018: $30.7M$30.7M20182019: $35.7M$35.7M2019+16%2020: $56.8M$56.8M2020+59%2021: $99.8M$99.8M2021+76%2022: $58.7M$58.7M2022−41%2023: $28.1M$28.1M2023−52%2024: $49.6M$49.6M2024+76%2025: $61.7M$61.7M2025+25%

Every line of the income statement as filed: the last 3 fiscal years, latest first.3

Period ending2025-12-312024-12-312023-12-31
Net sales$1.2B$1.1B$1.1B
Cost of sales$569.9M$536.6M$514.5M
Gross profit$655.8M$593.3M$554.2M
Fulfillment$39.5M$37.4M$36.7M
Selling and distribution$209.6M$195.2M$197.1M
Marketing$175.4M$167.2M$171.8M
General and administrative$157.0M$142.1M$126.6M
Total operating expenses$581.5M$541.9M$532.1M
Income from operations$74.3M$51.4M$22.1M
Other income, net-$8.0M-$13.0M-$15.6M
Income before income taxes$82.3M$64.4M$37.8M
Provision for income taxes$21.2M$15.7M$9.6M
Net income$61.1M$48.8M$28.1M
Less: Net loss attributable to non-controlling interest$563.0K$786.0K
Net income attributable to Revolve Group, Inc. stockholders$61.7M$49.6M$28.1M
Basic$0.87$0.70$0.39
Diluted$0.86$0.69$0.38
Basic71.3M shares70.8M shares73.0M shares
Diluted72.1M shares71.7M shares73.6M shares

Compare Revolve Group, Inc. with another company

Corporate structure

Revolve Group, Inc. sits at the top of its group. 12 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Revolve Group, Inc.

  • Revolve Group, Inc. Felton, Delaware, United States
    • Advance Development, Inc. Subsidiary · Delaware, United States
    • Alliance Apparel Group, Inc. Subsidiary · Delaware, United States
    • Beltara, LLC Subsidiary · Delaware, United States
    • Eminent, Inc. (dba Revolve Clothing) Subsidiary · Delaware, United States
    • FWRD UK Limited Subsidiary · United Kingdom
    • FWRD, LLC (formerly Forward by Elyse Walker, LLC) Subsidiary · California, United States
    • RVLV CAC INC. Subsidiary · Canada
    • RVLV Netherlands B.V. Subsidiary · Netherlands
    • RVLV PI LIMITED INC. Subsidiary · Philippines
    • RVLV UK Limited Subsidiary · United Kingdom
    • Twist Holdings, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Revolve Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$41.6M3 Dec 31, 2025$31.2M3 Dec 31, 2024+33.5%
Accumulated depreciation$26.2M3 Dec 31, 2025$22.2M3 Dec 31, 2024+18.1%
Property and equipment, net$15.4M3 Dec 31, 2025$8.9M3 Dec 31, 2024+72.0%
Operating-lease assets (leased space)$28.8M3 Dec 31, 2025$36.3M3 Dec 31, 2024−20.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$292.3M3 Dec 31, 2025$256.6M3 Dec 31, 2024+13.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$2.0M3 Dec 31, 2025$2.0M3 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$2.4M3 Dec 31, 2025$2.3M3 Dec 31, 2024+5.1%
Trademarks and trade names (indefinite-lived)$1.0M3 Dec 31, 2025$900.0K3 Dec 31, 2024+11.1%
Accumulated amortization$3.1M3 Dec 31, 2025$2.8M3 Dec 31, 2024+8.9%
Finite-lived intangibles, net$1.4M3 Dec 31, 2025$1.4M11 Dec 31, 2024+0.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$251.8M3 Dec 31, 2025$229.2M3 Dec 31, 2024+9.9%

Properties, in its own words

The following table sets forth information with respect to our facilities, all of which are used by both our REVOLVE and FWRD segments:

Location · Type · SquareFootage(approximate) · LeaseExpiration

The rest of Item 2

Cerritos, California · Corporate headquarters and fulfillment center · 281,100 · 2028

Berks County, Pennsylvania · Fulfillment center · 95,600 · 2027

La Palma, California · Fulfillment center · 75,000 · 2027

Los Angeles, California · Office space · 42,200 · 2028

Cerritos, California · Office and studio space · 37,000 · 2032

Los Angeles, California · Retail store · 8,500 · 2032

Lipa City, Philippines · Office space · 7,900 · 2030

Los Angeles, California · Office and studio space · 6,100 · 2027

Aspen, Colorado · Retail store · 3,200 · 2028

We believe that our facilities are adequate for our needs and believe that we should be able to renew any of the above leases or secure similar property without an adverse impact on our operations.

Item 2 of the 10-K filed Feb 25, 2026.6

Leadership

Who has led Revolve Group, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Michael Mente2020–2021
  2. Michael Karanikolas2021–now

Chief financial officer

  1. Jesse Timmermans2019–now

Chief operating officer

  1. David Pujades2019–2021
20202025
Board members and other officers (10)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Advance Development, Inc. Delaware5
  • Alliance Apparel Group, Inc. Delaware5
  • Beltara, LLC Delaware5
  • Eminent, Inc. (dba Revolve Clothing) Delaware5
  • FWRD UK Limited United Kingdom5
  • FWRD, LLC (formerly Forward by Elyse Walker, LLC) California5
  • RVLV CAC INC. Canada5
  • RVLV Netherlands B.V. Netherlands5
  • RVLV PI LIMITED INC. Philippines5
  • RVLV UK Limited United Kingdom5
  • Twist Holdings, LLC Delaware5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Revolve Group, LLCOct 19, 2018 to Jun 6, 20194
  • Advance Holdings, LLCJul 18, 2018 to Oct 9, 20184

Timeline

  1. Aug 4, 20268-K Results of operations29
  2. Jun 9, 20268-K Shareholder vote30
  3. Jun 3, 20268-K Regulation FD disclosure31
  4. May 5, 20268-K Results of operations32
  5. Mar 20, 20268-K Executive or director change33
  6. Feb 24, 20268-K Results of operations34
  7. Feb 4, 20268-K Entered a material agreement; New debt or obligation35
  8. Nov 4, 20258-K Results of operations36
  9. Aug 5, 20258-K Results of operations37
  10. Jun 9, 20258-K Shareholder vote38
  11. May 6, 20258-K Results of operations39
  12. Feb 25, 20258-K Results of operations40
  13. Mar 2, 2021New chief executive Michael Karanikolas becomes CEO17
  14. Oct 22, 2020New chief executive Michael Mente becomes CEO18
  15. Dec 26, 2012Founded Revolve Group, Inc. is founded2

Calendar

Coming up

  1. Nov 3, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.24 a share, on Nov 4, 2025.41

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results29
  2. May 5, 2026Reported quarterly or annual results32
  3. Feb 24, 2026Reported quarterly or annual results34
  4. Nov 4, 2025Reported quarterly or annual results36
  5. Aug 5, 2025Reported quarterly or annual results37
  6. May 6, 2025Reported quarterly or annual results39
  7. Feb 25, 2025Reported quarterly or annual results40
  8. Nov 5, 2024Reported quarterly or annual results42

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

245 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 31 major events, 106 insider forms, 50 large holders, 38 other. The latest 20:

  1. Aug 11, 2026SCHEDULE 13G EDGAR
  2. Aug 4, 202610-Q EDGAR
  3. Aug 4, 20268-K EDGAR
  4. Jul 31, 2026SCHEDULE 13G EDGAR
  5. Jun 9, 20268-K EDGAR
  6. Jun 9, 20264 EDGAR
  7. Jun 9, 20264 EDGAR
  8. Jun 9, 20264 EDGAR
  9. Jun 3, 20268-K EDGAR
  10. May 7, 2026SCHEDULE 13G/A EDGAR
  11. May 5, 202610-Q EDGAR
  12. May 5, 20268-K EDGAR
  13. Apr 29, 2026SCHEDULE 13G EDGAR
  14. Apr 29, 20264 EDGAR
  15. Apr 29, 20264 EDGAR
  16. Apr 29, 20264 EDGAR
  17. Apr 27, 2026144 EDGAR
  18. Apr 24, 2026ARS EDGAR
  19. Apr 24, 2026DEFA14A EDGAR
  20. Apr 24, 2026DEF 14A EDGAR

The 245 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

205 open-market trades by officers, directors and large owners since October 2021: 0 buys and 205 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 29, 2026Mente MichaelCO-CHIEF EXECUTIVE OFFICERSale15,640$26.00$406.6KForm 4
Apr 29, 2026Karanikolas MichaelCO-CHIEF EXECUTIVE OFFICERSale15,640$26.00$406.6KForm 4
Apr 29, 2026MMMK Development, Inc.10% ownerSale15,640$26.00$406.6KForm 4
Apr 28, 2026Mente MichaelCO-CHIEF EXECUTIVE OFFICERSale42,678$26.35$1.1MForm 4
Apr 28, 2026Karanikolas MichaelCO-CHIEF EXECUTIVE OFFICERSale42,678$26.35$1.1MForm 4
Apr 28, 2026MMMK Development, Inc.10% ownerSale42,678$26.35$1.1MForm 4
Apr 27, 2026Mente MichaelCO-CHIEF EXECUTIVE OFFICERSale60,923$26.43$1.6MForm 4
Apr 27, 2026Karanikolas MichaelCO-CHIEF EXECUTIVE OFFICERSale60,923$26.43$1.6MForm 4
Apr 27, 2026MMMK Development, Inc.10% ownerSale60,923$26.43$1.6MForm 4
Apr 9, 2026Mente MichaelCO-CHIEF EXECUTIVE OFFICERSale15,972$25.90$413.7KForm 4
Apr 9, 2026Karanikolas MichaelCO-CHIEF EXECUTIVE OFFICERSale15,972$25.90$413.7KForm 4
Apr 9, 2026MMMK Development, Inc.10% ownerSale15,972$25.90$413.7KForm 4
Feb 12, 2026Mente MichaelCO-CHIEF EXECUTIVE OFFICERSale1,948$25.93$50.5KForm 4
Feb 12, 2026Karanikolas MichaelCO-CHIEF EXECUTIVE OFFICERSale1,948$25.93$50.5KForm 4
Feb 12, 2026MMMK Development, Inc.10% ownerSale1,948$25.93$50.5KForm 4
Feb 11, 2026Mente MichaelCO-CHIEF EXECUTIVE OFFICERSale15,645$26.13$408.8KForm 4
Feb 11, 2026Karanikolas MichaelCO-CHIEF EXECUTIVE OFFICERSale15,645$26.13$408.8KForm 4
Feb 11, 2026MMMK Development, Inc.10% ownerSale15,645$26.13$408.8KForm 4
Jan 28, 2026Mente MichaelCO-CHIEF EXECUTIVE OFFICERSale49,882$28.57$1.4MForm 4
Jan 28, 2026Karanikolas MichaelCO-CHIEF EXECUTIVE OFFICERSale49,882$28.57$1.4MForm 4

All 205 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jesse TimmermansChief Financial Officer49$487.8K$1.7M54
2025Mike KaranikolasCo-Chief Executive Officer47$450.0K$484.6K54
2025Michael MenteCo-Chief Executive Officer45$450.0K$469.6K54
2024Jesse TimmermansChief Financial Officer49$486.0K$878.8K54
2024Mike KaranikolasCo-Chief Executive Officer47$450.0K$482.4K54
2024Michael MenteCo-Chief Executive Officer45$450.0K$468.4K54
2023Jesse TimmermansChief Financial Officer49$487.3K$1.9M54
2023Mike KaranikolasCo-Chief Executive Officer47$451.2K$980.6K54
2023Michael MenteCo-Chief Executive Officer45$451.2K$960.6K54

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Fmr LLC6,210,901$142.2M0.0%+22,938
BlackRock, Inc.4,572,278$104.7M0.0%+891,980
Vanguard Portfolio Management LLC3,590,707$82.2M0.0%+271,453
William Blair Investment Management, LLC2,333,717$53.4M0.2%+567,294
Marshall Wace, Llp1,904,833$43.6M0.0%−45,918
Vanguard Capital Management LLC1,833,849$42.0M0.0%+74,817
State Street Corp1,264,264$28.9M0.0%+118,616
Kayne Anderson Rudnick Investment Management LLC1,247,529$28.6M0.1%−356,432
Geode Capital Management, LLC1,054,043$24.1M0.0%+85,547
Algert Global LLC1,037,212$23.7M0.3%+363,534
Citadel Advisors LLC1,026,687$23.5M0.0%+233,173
Dimensional Fund Advisors LP997,891$22.8M0.0%+93,572
London Co Of Virginia979,810$22.4M0.1%−44,780
Goldman Sachs Group Inc922,682$21.1M0.0%+208,576
Segall Bryant & Hamill, LLC799,999$18.3M0.2%+286,378
Divisadero Street Capital Management, LP708,216$16.2M0.4%+694,440
Mackenzie Financial Corp648,332$14.8M0.0%New
Balyasny Asset Management L.P.627,133$14.4M0.0%−571,915
Barclays PLC552,283$12.6M0.0%+337,045
Silvercrest Asset Management Group LLC534,826$12.2M0.1%−23,865
Nuveen, LLC520,363$11.9M0.0%+440,878
Raymond James Financial Inc515,553$11.8M0.0%+74,259
D. E. Shaw & Co., Inc.512,193$11.7M0.0%+88,922
Aqr Capital Management LLC416,876$9.5M0.0%+162,136
Northern Trust Corp391,908$9.0M0.0%+31,874

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

2 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Oct 16, 2023Josh GottheimerDemocratic, HouseBuy$1,001 - $15,000−24.3%Report
May 13, 2021Josh GottheimerDemocratic, HouseBuy$1,001 - $15,000−135.3%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Revolve Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRevolve Group, Inc.1
  • CIK0001746618
  • Employer ID (EIN)46-16401606
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 311
  • Industry code (SIC)5961 Retail-Catalog & Mail-Order Houses1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address12889 Moore St., Cerritos, CA 907031
  • Phone(562) 677-94801
  • Shares outstanding41,253,121 Common Class A shares; 30,176,743 Common Class B shares as of Feb 17, 20266
  • Public float$804.3M as of Jun 30, 20256
  • AuditorKPMG LLP, Los Angeles, California PCAOB ID 185; it also attests to the company’s internal control over financial reporting6
  • On EDGAR sinceJul 18, 20181
  • Filings449 in all: 4 (201), 8-K (48), SC 13G/A (35), 10-Q (22), 144 (21), SC 13G (18), SCHEDULE 13G/A (18), 3 (13)1
    All 27 form types

    CORRESP (11), UPLOAD (8), 10-K (7), DEF 14A (7), DEFA14A (7), S-1/A (6), SCHEDULE 13G (6), ARS (4), S-8 (4), DRSLTR (3), DRS/A (2), 4/A (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Aug 4, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.001 per shareRVLVNew York Stock Exchange

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Revolve Group, Inc. names in Item 1A of its 10-K filed Feb 25, 2026: 65 risks under these headings, as written.6

  • Risks Related to Our Business and Industry
  • Economic downturns and other macroeconomic conditions or trends may adversely affect consumer discretionary spending and our business, operating results and financial condition.
  • Tariffs imposed by the U.S. or foreign governments have increased and may in the future continue to increase the cost of our products, which could ignite a global trade war and have a material adverse effect on our business, financial condition and results of operations.
  • We purchase inventory in anticipation of sales, and if we are unable to manage our inventory effectively, our operating results could be adversely affected.
  • Elevated merchandise returns may adversely affect our operating results and financial condition.
  • If we are unable to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a timely and cost-effective manner, our business, financial condition and operating results could be harmed.
  • If we fail to effectively manage our growth, our business, financial condition and operating results could be harmed.
  • Our business depends on our ability to maintain a strong community of brands, engaged customers and influencers. We may not be able to maintain and enhance our existing brand community if we receive customer or influencer complaints, negative publicity or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, operating results and growth prospects.
  • Use of social media and influencers may materially and adversely affect our reputation or subject us to regulatory and tax obligations, fines, lawsuits or other penalties.
  • Failure to continue to obtain or maintain high-quality endorsers of our products could harm our business.
  • If we fail to acquire new customers, or fail to do so in a cost-effective manner, our financial results may be materially adversely impacted.
  • If we fail to retain existing customers, or fail to maintain average order value levels, we may not be able to maintain our revenue base and margins, which would have a material adverse effect on our business and operating results.
The other 54 risks
  • Our business, including our costs and supply chain, is subject to risks associated with sourcing, manufacturing and warehousing.
  • We rely on third-party suppliers, manufacturers, distributors and other vendors and they may not continue to produce products or provide services that are consistent with our standards or applicable regulatory requirements, which could harm our brand, cause consumer dissatisfaction, and require us to find alternative suppliers of our products or services.
  • Shipping is a critical part of our business and any changes in or interruptions to our shipping arrangements, or any damage, theft or loss of inventory during shipping, could adversely affect our business and operating results.
  • Our industry is highly competitive and if we do not compete effectively, our operating results could be adversely affected.
  • Our quarterly operating results may fluctuate, which could cause our stock price to decline.
  • Certain of our key operating metrics are subject to inherent challenges in measurement and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
  • We may be unable to accurately forecast net sales and appropriately plan our expenses in the future.
  • Our past growth rates are not indicative of expected results in the near term.
  • If we do not successfully optimize, operate and manage the expansion of capacity of our fulfillment centers, our business, financial condition and operating results could be harmed.
  • Our failure to adequately and effectively staff our fulfillment centers, with our own employees or through third parties, could adversely affect our customer experience and operating results.
  • Increases in labor costs, including wages, could adversely affect our business, financial condition and results of operations.
  • If we fail to attract and retain key personnel, or effectively manage succession, our business, financial condition and operating results could be adversely affected.
  • Our operating results could be adversely affected by natural disasters, such as wildfires, floods and earthquakes, public health crises, political crises, terrorist attacks, wars and geopolitical tensions, social unrest and other catastrophic events.
  • Customer growth and activity on mobile devices depends upon effective use of mobile operating systems, networks and standards that we do not control.
  • We are subject to payment-related risks.
  • We may incur significant losses from fraud and theft.
  • If we fail to maintain effective internal controls over financial reporting or disclosure controls and procedures, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.
  • We may expand our business through acquisitions, joint ventures, strategic investments and commercial collaborations, which may divert management’s attention, be difficult to integrate, disrupt our business, dilute stockholder value, prove to be unsuccessful and adversely affect our business, operating results and financial condition.
  • Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit our ability to operate our business.
  • We may require additional capital to support business growth and this capital might not be available or may be available only by diluting existing stockholders.
  • Our credit facility contains restrictive covenants that may limit our operating flexibility.
  • Our participation in duty drawback and other programs may result in variability in the timing of cash recoveries.
  • Risks Related to Regulation and Taxation
  • Any failure by us or our vendors to comply with trade and other regulations including importation, exportation, product safety, labeling, labor or other laws, or to provide safe conditions for our or their workers, may lead to investigations or actions by government regulators, damage our reputation and brands and harm our business.
  • If our suppliers fail to use ethical business practices and fail to comply with changing laws and regulations, our brand image could be harmed due to negative publicity.
  • Developments in labor and employment law and any unionizing efforts by employees could have a material adverse effect on our results of operations.
  • Government regulation of the Internet and eCommerce is evolving and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.
  • We are subject to various governmental export control and trade sanctions laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate these controls.
  • We may experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our operating results.
  • We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our offering and adversely affect our operating results.
  • Risks Related to Our International Operations
  • We have operations and do business in China, which exposes us to risks inherent in doing business there.
  • We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results.
  • Our reliance on overseas manufacturing and supply partners, including vendors located in jurisdictions presenting an increased risk of bribery and corruption, exposes us to legal, reputational and supply chain risk through the potential for violations of federal and international anti-corruption law.
  • Expansion of our operations internationally will require management attention and resources, involves additional risks and may be unsuccessful.
  • Risks Related to Privacy, Cybersecurity and Our Technology
  • Failure to comply with federal, state and international laws and regulations and our contractual obligations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition.
  • If sensitive information, including such information about our customers, is disclosed or accessed without authorization, or if we or our third-party providers are subject to real or perceived cyberattacks or other security breaches or incidents, our customers may curtail use of our platform, we may be exposed to liability and our reputation would suffer.
  • System interruptions that impair customer access to our sites or other performance failures in our technology infrastructure could damage our business, reputation and brand and substantially harm our business and results of operations.
  • If we are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.
  • We must successfully maintain, scale and improve our information technology systems and personnel, and failure to do so could have a material adverse effect on our business, financial condition and results of operations.
  • Some of our software and systems contain open source software, which may pose particular risks to our proprietary applications.
  • Our software is highly complex and may contain undetected errors.
  • Our business may be adversely affected if we are unable to provide our customers a cost-effective shopping platform that is able to respond and adapt to rapid changes in technology.
  • Our use of AI and machine learning could adversely affect our business and operating results.
  • Risks Related to Our Intellectual Property
  • If we cannot successfully protect our intellectual property, our business would suffer.
  • The inability to acquire, use or maintain our marks and domain names for our sites could substantially harm our business, financial condition and operating results.
  • We may be accused of infringing intellectual property or other proprietary rights of third parties.
  • Risks Related to Our Class A Common Stock
  • The market price of our Class A common stock may be volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be able to meet investor or analyst expectations.
  • We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our stock and could diminish our cash reserves.
  • Future sales of shares could cause our stock price to decline.
  • The dual class structure of our common stock concentrates voting control with our executive officers, directors and their affiliates, which may depress the trading price of our Class A common stock.
  • If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they adversely change their recommendations regarding our Class A common stock, the trading price or trading volume of our Class A common stock could decline.
  • We have elected to take advantage of the “controlled company” exemption to the corporate governance rules for NYSE-listed companies, which could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
  • Future securities issuances could result in significant dilution to our stockholders and impair the market price of our Class A common stock.
  • Delaware law and provisions in our certificate of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our Class A common stock.
  • Our bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders or employees.

Legal proceedings

From time to time, we may be subject to legal proceedings and claims that arise in the ordinary course of business, as well as governmental and other regulatory investigations and proceedings. In addition, third parties may from time to time assert claims against us in the form of letters and other communications. We are not currently a party to any legal proceedings that, if determined adversely to us, would, in our opinion, have a material adverse effect on our business, financial condition, results of operations or cash flows. Future litigation may be necessary to defend ourselves and to determine the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.6

Sources

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