SEC Form 6-K filed by VTEX

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025.

Commission File Number 001-40626

VTEX

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Harbour Place, 103 South Church Street

Grand Cayman, KY1-1002

Cayman Islands

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

VTEX Reports First Quarter 2025 Financial Results

GMV and subscription revenue growth reached 17% and 15% in FXN respectively

Gross profit increased to US$41.0 million, representing 22% growth in FXN and 76% margin

Non-GAAP operating income of US$5.3 million, reaching 10% margin and 4.3 p.p. margin increase YoY

Non-GAAP net income and free cash flow of US$5.3 million and US$6.6 million, 10% and 12% margins

NEW YORK, May 6, 2025 – VTEX (NYSE: VTEX), the backbone for connected commerce, today announced results for the first quarter of 2025 ended March 31, 2025. VTEX results have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as well as the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding financial reporting.

Geraldo Thomaz Jr., founder and co-CEO of VTEX, commented, “We began the year with solid performance, sustaining healthy growth. Our recent performance, go-lives of key enterprise customers, and continued platform expansion give us confidence in the sustainability of our profitable growth strategy. In a seasonally softer quarter, we improved margins and delivered strong cash generation. As we continue our transition from a single platform to a comprehensive commerce suite, we are laying the foundation for disciplined and sustainable long-term value creation.” Mariano Gomide de Faria, founder and co-CEO of VTEX, added, “We are encouraged by the go-lives of large enterprise customers. The launch of Americanas highlights the depth of opportunity that remains in Brazil, a market where VTEX already has a strong presence, yet still holds a significant runway for growth as our platform expands. Our initiatives in the US and Europe continue gaining traction, with new customers going live and marketing campaigns bringing decision-makers closer to VTEX. We are proud to be recognized as the Customers’ Choice in the 2025 Gartner® Voice of the Customer for Digital Commerce report for the second consecutive year. We are excited about the road ahead.”

First Quarter 2025 Financial Highlights

First Quarter 2025 Commercial Highlights:

New customers who initiated their operations with us, among others:

Existing customers expanding their operations with us by opening new online stores, among others:

First Quarter 2025 Operational Highlights:

We innovate aligned with our guiding principles. We express our brand through the success of our customers. VTEX key operational highlights this quarter are:

Business Outlook

VTEX is well-positioned to capture an attractive market opportunity. Given macroeconomic uncertainty, we continue experiencing same-store sales and GMV growth volatility. However, we remain encouraged by our leading market positioning, platform expansion and operational leverage.

In this context, we are currently targeting FX neutral YoY subscription revenue growth of 12.5% to 15.5% for the second quarter of 2025, implying a US$57.0 million to US$58.5 million range.

For the full year 2025, as we continue executing our profitable growth strategy, we continue to target FX neutral YoY revenue growth to 14.0% to 17.0%, implying a range of US$238 million to US$244 million based on the average of April FX rates. Additionally, we are targeting a non-GAAP operating income and free cash flow margins in the mid-teens.

We are confident in VTEX's ability to capitalize on current market opportunities. We are empowering our customers to digitally transform their commerce operations while helping them to outperform the market.

The business outlook provided above constitutes forward-looking information within the meaning of applicable securities laws and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond VTEX’s control. See the cautionary note regarding “Forward-Looking Statements” below. Fluctuations in VTEX’s operating results may be particularly pronounced in the current economic environment. There can not be an assurance that VTEX will achieve these results.

The following table summarizes certain key financial and operating metrics for the three months ended March 31, 2025 and 2024.

Conference Call and Webcast

The conference call may be accessed by dialing +1-800-715-9871 (Conference ID – 1130423 –) and requesting inclusion in the call for VTEX.

The live conference call can be accessed via audio webcast at the investor relations section of the Company's website, at https://www.investors.vtex.com/.

An archive of the webcast will be available for one week following the conclusion of the conference call.

Definition of Selected Operational Metrics

“Customers” means companies ranging from small and medium-sized businesses to larger enterprises that pay to use VTEX’s platform.

“GMV” means the total value of customer orders processed through our platform, including value-added taxes and shipping. Our GMV does not include the value of orders processed by our SMB customers or B2B transactions.

“FX Neutral” or “FXN” means a way of using the average monthly exchange rates for each month during the previous year, adjusted by inflation in countries with hyper-inflation, and applying them to the corresponding months of the current year, so as to calculate what results would have been had exchange rates remained stable from one year to the next.

“Stores” or “Active Stores” means the number of unique domains generating gross merchandise value. Each customer might have multiple stores.

Special Note Regarding non-GAAP financial metrics

For investor convenience, this document presents certain non-GAAP financial measures. We regularly assess other metrics that are not in accordance with U.S. generally accepted accounting principles (“GAAP”) and are defined as non-GAAP financial measures by the SEC. These measures help us evaluate our business, track performance, prepare financial forecasts, and make strategic decisions. The key metrics we consider include non-GAAP subscription gross profit, non-GAAP income from operations, non-GAAP net income, free cash flow, and FX Neutral measures.

These non-GAAP financial measures, which may differ from similarly titled non-GAAP measures used by other companies, provide supplemental insights into our operating performance. They exclude certain gains, losses, and non-cash charges that occur infrequently or that management considers unrelated to our core operations.

Reconciliation of non-GAAP measures

The following table presents a reconciliation of our non-GAAP subscription gross profit to subscription gross profit for the following periods:

The following table presents a reconciliation of our non-GAAP S&M expenses to S&M expenses for the following periods:

The following table presents a reconciliation of our non-GAAP R&D expenses to R&D expenses for the following periods:

The following table presents a reconciliation of our non-GAAP G&A expenses to G&A expenses for the following periods:

The following table presents a reconciliation of our non-GAAP income (loss) from operations to income (loss) from operations for the following periods:

The following table presents a reconciliation of our non-GAAP net income to our net income (loss) provided for the following periods:

The following table presents a reconciliation of our free cash flow to net cash provided by (used in) operating activities for the following periods:

The following table sets forth the FX neutral measures related to our reported results of the operations for the three months ended March 31, 2025:

The financial information in this press release has not been audited. Numbers have been calculated using whole amounts rather than rounded amounts. This might cause some figures not to total due to rounding.

About VTEX

VTEX (NYSE: VTEX) is the commerce suite of choice for bold CIOs and CEOs globally, delivering transformative outcomes with unprecedented operational efficiency. By unifying a comprehensive ecosystem of solutions—including B2C, B2B, Sales App, Pick and Pack, Data Pipeline, Retail Media, and Security Shield—VTEX empowers brands and retailers to eliminate friction, foster collaboration, and accelerate growth. More than just software, VTEX is an agent of transformation, seamlessly connecting customers, partners, and developers to drive tangible business results. Trusted by 2.4 thousand global B2C and B2B customers, including Carrefour, Colgate, Sony, Stanley Black & Decker, and Whirlpool, VTEX supports 3.4 thousand active online stores across 43 countries (FY ended December 31, 2024). For more information, visit www.vtex.com.

Forward-looking Statements

This announcement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange of 1934, as amended. Statements contained herein that are not clearly historical in nature, including statements about the VTEX strategies and business plans, are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” ”strategy,” “project,” “target” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements.

VTEX may also make forward-looking statements in its periodic reports filed with the U.S. Securities and Exchange Commission, or the SEC, in press releases and other written materials and in oral statements made by its officers and directors. These forward-looking statements speak only as of the date they are made and are based on the VTEX’s current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond VTEX’s control. A number of factors and risks could cause actual results to differ materially from those contained in any forward-looking statement. Further information regarding these and other risks is included in VTEX filings with the SEC.

As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in this announcement. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented as there is no guarantee that expected events, trends or results will actually occur. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

This announcement may also contain estimates and other information concerning our industry that are based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.

VTEX

Condensed consolidated interim statements of operations

(Unaudited)

In thousands of U.S. dollars, unless otherwise indicated

VTEX

Condensed consolidated interim balance sheets

(Unaudited)

In thousands of U.S. dollars, unless otherwise indicated

VTEX

Condensed consolidated interim balance sheets

(Unaudited)

In thousands of U.S. dollars, unless otherwise indicated

VTEX

Condensed consolidated interim statements of cash flows

(Unaudited)

In thousands of U.S. dollars, unless otherwise indicated

Contact

Julia Vater Fernández

VP of Investor Relations

[email protected]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: May 6, 2025

VTEX

By: /s/ Ricardo Camatta Sodre

Name: Ricardo Camatta Sodre

Title: Chief Financial Officer