Revolve Group Inc-A 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and"emerging growth company" in Rule 12b-2 of the Exchange Act: Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). There were 40,298,699 shares of Class A common stock and 30,931,362shares of Class B common stock outstanding as of February 18,2025. The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately $603.0 million as of June 28, 2024,based upon the last reported sales price on the New York Stock Exchange on that date of $15.91. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 daysafter the end of the Registrant’s fiscal year ended December 31, 2024, are incorporated by reference in Part III of this Annual Report on Form 10-K. Address: Los Angeles, California TABLE OF CONTENTS PART I Item 1.Business7Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments48Item 1C.Cybersecurity48Item 2.Properties49Item 3.Legal Proceedings49Item 4.Mine Safety Disclosures50 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities51Item 6.[Reserved]53Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations54Item 7A.Quantitative and Qualitative Disclosures About Market Risk69Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure97Item 9A.Controls and Procedures97Item 9B.Other Information98Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98 PART III Item 10.Directors, Executive Officers and Corporate Governance99Item 11.Executive Compensation99Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters99Item 13.Certain Relationships and Related Transactions, and Director Independence99Item 14.Principal Accountant Fees and Services99 PART IV Item 15.Exhibits and Financial Statement Schedules100Item 16.Form 10-K Summary103Signatures104 SUMMARY RISK FACTORS Our business is subject to numerous risks and uncertainties, including those highlighted in the section of thisreport titled “Risk Factors.” The following is a summary of the principal risks we face: Economic downturns and other macroeconomic conditions or trends may adversely affect consumerdiscretionary spending and our business, operating results and financial condition.If we fail to effectively manage our growth, our business, financial condition and ope