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 February 2026.

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 Fourth Quarter and Fiscal Year 2025 Financial Results

GMV & Revenue (Q4): GMV +17.2% (10.0% FXN) and subscription revenue +12.2% (5.4% FXN)

Enterprise Focus (FY25): US$250k+ ARR customers reached 158; cohort revenue +13.4% (14.5% FXN)

Global Expansion (FY25): Global Markets1 (US/Europe-led) subscription revenue +21.6% (19.2% FXN)

Profitability (Q4): Non-GAAP income from operations +31.8% to US$16.2 million (23.8% margin)

NEW YORK, February 26, 2026 – VTEX (NYSE: VTEX), the backbone for connected commerce, today announced results for the fourth quarter and fiscal year 2025 ended December 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, “2025 marked a pivotal year in which we deliberately evolved VTEX into a multi-product, AI-driven commerce platform. Despite a challenging environment, our disciplined execution resulted in record profitability. We chose structural transformation over incremental steps, reinvesting a portion of our productivity gains into higher R&D to accelerate B2B digitization, Retail Media and AI, and to deepen our value with top-tier customers. The continued expansion of our US$250k+ ARR customer base validates our enterprise strategy and reinforces our confidence as we continue scaling globally.” Mariano Gomide de Faria, founder and co-CEO of VTEX, added, “Throughout 2025, we strengthened the growth levers that will power our next phase: global expansion, B2B, Retail Media, and AI. Global Markets delivered 22% subscription revenue growth for the year, supported by enterprise traction and growing B2B adoption. Meanwhile, Retail Media is evolving from pilot to core engine, and our AI-first approach is already delivering measurable customer outcomes while improving our own operating efficiency. With disciplined execution and a long-term vision, we are positioning VTEX as the backbone for connected commerce that enterprises will rely on to operate and scale in an increasingly AI-driven landscape.”

Fourth Quarter 2025 Financial Highlights

1 Formerly reported as Rest of the World

Fourth 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:

Fourth 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:

Full-Year 2025 Operational and Financial Highlight

2 Formerly reported as Rest of the World

Business Outlook

In 2026, VTEX remains focused on strengthening the growth levers that will propel us forward: global expansion, B2B, Retail Media, and AI. Disciplined execution and productivity gains already identified across Cost of Revenue, S&M, and G&A support continued improvement in profitability and enable increased R&D investments that drive our AI transformation and deepen our value with top-tier customers. While we navigate ongoing macro headwinds, we are encouraged by the quality and scale of our new customer additions, the competitive positioning of the VTEX platform among global enterprise customers, and the compelling market opportunity across our four key long-term growth initiatives.

In this context, and recognizing that Q1 is seasonally our lowest GMV quarter and faces the toughest year-over-year comparison, for the first quarter of 2026 we expect:

For the full year 2026, we are targeting:

Assuming FX rates remain broadly consistent with January 2026 averages, the FX-neutral growth guidance outlined above would translate into higher reported USD subscription revenue growth, adding approximately 8.4 percentage points in the first quarter and 4.5 percentage points for the full year 2026.

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 and twelve months ended December 31, 2025 and 2024.

Conference Call and Webcast

The conference call may be accessed by dialing +1-800-715-9871 (Conference ID – 3544576 –) 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

“ARR” means annual recurring revenue, calculated as subscription revenue in the most recent quarter multiplied by four.

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

“Existing Stores Revenue” means revenue generated from online stores operated by customers that received their first invoice for the VTEX platform more than 18 months prior to the relevant measurement date.

“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.

“New Stores Revenue” means VTEX platform subscription revenue for each month generated from online stores that received their first invoice within the preceding 18 months.

“NRR” means net revenue retention, calculated on a monthly basis by dividing the subscription revenue from our platform during the current period by the subscription revenue in the same period of the previous year for the same base of online stores that were active in the same period of the previous year.

“SSS” means same-store sales calculated on a yearly basis by dividing the GMV of active online stores in the current period by the GMV of the same active online stores in the prior period.

“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 from operations to income from operations for the following periods:

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

The following table presents a reconciliation of our free cash flow to net cash provided by 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 December 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 backbone for connected commerce that delivers more efficiency and less maintenance to organizations seeking to make smarter IT investments and modernize their tech stack. VTEX’s platform is designed to be the AI-native operating system for the commerce ecosystem, enabling enterprise brands and retailers to orchestrate their complex network of consumers, business partners, suppliers, and fulfillment providers in one place. VTEX puts its customers’ business on a fast path to growth with a complete Commerce, Marketplace, and OMS solution. VTEX helps global companies build, manage and deliver native and advanced B2B, B2C, and Marketplace commerce experiences, as well as Retail Media solutions, with competitive time-to-market and without complexity, so they can stay relevant for the modern, convenience-driven consumer.

Trusted by 2,200 global B2C and B2B customers, including Carrefour, Colgate, Sony, Stanley Black & Decker, and Whirlpool, VTEX supports 3,100 active online stores across 44 countries (FY ended December 31, 2025). 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

Consolidated statements of profit or loss

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

VTEX

Condensed balance sheets

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

VTEX

Condensed balance sheets

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

VTEX

Condensed statements of cash flows

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: February 26, 2026

VTEX

By: /s/ Ricardo Camatta Sodre

Name: Ricardo Camatta Sodre

Title: Chief Financial Officer