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 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 First Quarter 2026 Financial Results
Subscription revenue +14.0% (+4.2% FXN), with GMV up 17.1% (+6.8% FXN)
Non-GAAP income from operations doubled to US$10.6 million, reaching 17.4% margin
Free cash flow doubled to US$13.3 million, reaching 21.9% margin
NEW YORK, May 7, 2026 – VTEX (NYSE: VTEX), the backbone for connected commerce, today announced results for the first quarter of 2026 ended March 31, 2026. 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 have embedded AI at the core of VTEX, evolving the platform into the first AI-native commerce suite, one that delivers simplicity, ease of use, and most importantly, tangible and measurable business outcomes for our customers. This is AI with real impact. Leveraging our multi-tenant, cloud-native architecture, our AI-native product suite extends across Commerce, CX, and Ads in ways that improve how brands and retailers operate and grow, while opening new opportunities for VTEX over time. We are executing this strategy with discipline, supported by a solid operating model, as demonstrated by operating profit and free cash flow both doubling year over year.” Mariano Gomide de Faria, founder and co-CEO of VTEX, added, “Across our customer base, we are seeing a clear shift: from using software to run commerce, to relying on a partner that actively drives growth and operational efficiency. With our AI-native commerce suite, we are helping enterprise customers unlock new revenue streams, operate more efficiently, and execute faster. By embedding AI across our suite, we are expanding our global opportunity while further strengthening our leadership in Latin America.”
First Quarter 2026 Financial Highlights
First Quarter 2026 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 2026 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
2026 is a transformational year for VTEX as we bring our AI-native commerce vision to life through tangible product innovation. We remain focused on our core growth levers, Global Expansion, B2B, Ads, and AI, while continuing to invest in technology to reaccelerate performance for both VTEX and our customers.
Despite a volatile macro environment, our disciplined execution supports improving profitability and sustained investment in R&D. We are encouraged by the quality of new customer additions, continued expansion within our base, and our strong positioning with global enterprises, reinforcing our confidence in long-term growth and value creation.
For the second quarter of 2026, we are targeting:
For the full year 2026, we are now targeting:
Assuming FX rates remain broadly consistent with April's average rates, the FX-neutral growth guidance outlined above would translate into higher reported USD subscription revenue growth, adding approximately 10.3 percentage points in the second quarter and 8.6 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 months ended March 31, 2026 and 2025.
|
|
Three months ended |
|
(in millions of US$, except as otherwise indicated) |
|
2026 |
2025 |
GMV |
|
5,084.1 |
4,341.8 |
GMV growth YoY FXN (1) |
|
6.8% |
17.2% |
Subscription Revenue |
|
60.0 |
52.6 |
Subscription Revenue growth YoY FXN (1) |
|
4.2% |
15.0% |
Non-GAAP subscription gross profit (2)(4) |
|
48.9 |
41.6 |
Non-GAAP subscription gross profit margin (3)(4) |
|
81.5% |
79.0% |
Non-GAAP income from operations (4) |
|
10.6 |
5.3 |
Non-GAAP net income (4) |
|
8.1 |
5.4 |
Total number of employees |
|
1,147 |
1,320 |
Conference Call and Webcast
The conference call may be accessed by dialing +1-800-715-9871 (Conference ID –7296358–) 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:
|
|
Three months ended |
|
(in millions of US$, except as otherwise indicated) |
|
2026 |
2025 |
Subscription revenue |
|
60.0 |
52.6 |
Subscription cost |
|
(11.1) |
(11.1) |
Subscription gross profit |
|
48.8 |
41.5 |
Share-based compensation |
|
0.0 |
0.1 |
Non-GAAP subscription gross profit |
|
48.9 |
41.6 |
Non-GAAP subscription gross margin |
|
81.5% |
79.0% |
The following table presents a reconciliation of our non-GAAP S&M expenses to S&M expenses for the following periods:
|
|
Three months ended |
|
(in millions of US$, except as otherwise indicated) |
|
2026 |
2025 |
Sales & Marketing expense |
|
(16.8) |
(16.8) |
Share-based compensation expense |
|
0.8 |
0.8 |
Amortization related to acquisitions |
|
0.4 |
0.4 |
Earn out expenses related to acquisitions |
|
0.0 |
0.3 |
Non-GAAP Sales & Marketing expense |
|
(15.6) |
(15.4) |
The following table presents a reconciliation of our non-GAAP R&D expenses to R&D expenses for the following periods:
|
|
Three months ended |
|
(in millions of US$, except as otherwise indicated) |
|
2026 |
2025 |
Research & Development expense |
|
(17.2) |
(14.9) |
Share-based compensation expense |
|
1.2 |
1.0 |
Amortization related to acquisitions |
|
0.2 |
0.1 |
Earn out expenses related to acquisitions |
|
— |
0.2 |
Non-GAAP Research & Development expense |
|
(15.9) |
(13.5) |
The following table presents a reconciliation of our non-GAAP G&A expenses to G&A expenses for the following periods:
|
|
Three months ended |
|
(in millions of US$, except as otherwise indicated) |
|
2026 |
2025 |
General & Administrative expense |
|
(8.2) |
(9.0) |
Share-based compensation expense |
|
2.1 |
2.5 |
Amortization related to acquisitions |
|
0.0 |
0.0 |
Non-GAAP General & Administrative expense |
|
(6.1) |
(6.5) |
The following table presents a reconciliation of our non-GAAP income from operations to income (loss) from operations for the following periods:
|
|
Three months ended |
|
(in millions of US$, except as otherwise indicated) |
|
2026 |
2025 |
Income from operations |
|
5.8 |
(0.2) |
Share-based compensation expense |
|
4.1 |
4.5 |
Amortization related to acquisitions |
|
0.6 |
0.5 |
Earn out expenses related to acquisitions |
|
— |
0.5 |
Non-GAAP income from operations |
|
10.6 |
5.3 |
The following table presents a reconciliation of our non-GAAP net income to our net income provided for the following periods:
|
|
Three months ended |
|
(in millions of US$, except as otherwise indicated) |
|
2026 |
2025 |
Net income |
|
4.1 |
0.9 |
Share-based compensation expense |
|
4.1 |
4.5 |
Amortization related to acquisitions |
|
0.6 |
0.5 |
Earn out expenses related to acquisitions |
|
— |
0.5 |
Income taxes related to non-GAAP adjustments |
|
(0.7) |
(1.0) |
Non-GAAP net income |
|
8.1 |
5.4 |
The following table presents a reconciliation of our free cash flow to net cash provided by operating activities for the following periods:
|
|
Three months ended |
|
(in millions of US$, except as otherwise indicated) |
|
2026 |
2025 |
Net cash provided by operating activities |
|
13.4 |
6.7 |
Acquisitions of property and equipment |
|
(0.1) |
(0.1) |
Free Cash Flow |
|
13.3 |
6.6 |
The following table sets forth the FX neutral measures related to our reported results of the operations for the three months ended March 31, 2026:
|
|
As Reported |
FXN |
As Reported |
FXN |
||
(in millions of US$, except as otherwise indicated) |
|
1Q26 |
1Q25 |
% Change |
1Q26 |
1Q25 |
% Change |
Subscription revenue |
|
60.0 |
52.6 |
14.0% |
54.8 |
52.6 |
4.2% |
Services revenue |
|
0.7 |
1.6 |
(53.7%) |
0.7 |
1.6 |
(56.5%) |
Total revenue |
|
60.7 |
54.2 |
12.1% |
55.5 |
54.2 |
2.4% |
Gross profit |
|
48.5 |
41.0 |
18.2% |
43.6 |
41.0 |
6.4% |
Income from operations |
|
5.8 |
(0.2) |
n/a |
4.5 |
(0.2) |
n/a |
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 AI-native commerce suite designed for CIOs and CEOs, focused on driving operational efficiency. Evolving from software into a connected platform, VTEX unifies a multi-product ecosystem—comprising a Commerce platform (VTEX Commerce Platform), an Ads platform (VTEX Ads Platform), and an AI conversational platform (VTEX CX Platform)—to deliver solutions such as B2C Omnichannel, B2B commerce, agent-assisted customer service, WhatsApp Store, distributed OMS, marketplace enablement, and advertising solutions. This architecture enables brands and retailers to eliminate friction, orchestrate operations, and accelerate profitable growth.
Trusted by approximately 2,200 customers—including Carrefour, Colgate, OBI, Stanley Black & Decker, KitchenAid, Whirlpool, and Electrolux—across 44 countries, VTEX brings the best of Brazilian engineering to the global market. 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
|
|
Three months ended (unaudited) |
||
|
|
March 31, 2026 |
|
March 31, 2025 |
Subscription revenue |
|
59,962 |
|
52,580 |
Services revenue |
|
734 |
|
1,585 |
Total revenue |
|
60,696 |
|
54,165 |
Subscription cost |
|
(11,132) |
|
(11,080) |
Services cost |
|
(1,113) |
|
(2,103) |
Total cost |
|
(12,245) |
|
(13,183) |
Gross profit |
|
48,451 |
|
40,982 |
Operating expenses |
|
|
|
|
General and administrative |
|
(8,180) |
|
(9,035) |
Sales and marketing |
|
(16,771) |
|
(16,847) |
Research and development |
|
(17,248) |
|
(14,868) |
Other losses |
|
(408) |
|
(429) |
Income (loss) from operation |
|
5,844 |
|
(197) |
Other income (expense), net |
|
(1,762) |
|
1,637 |
Income before income tax |
|
4,082 |
|
1,440 |
Total income tax |
|
(31) |
|
(579) |
Net income for the period |
|
4,051 |
|
861 |
Less: net income (loss) |
|
(10) |
|
3 |
Net income attributable to |
|
4,061 |
|
858 |
Earnings per share |
|
|
|
|
Basic earnings per share |
|
0.024 |
|
0.005 |
Diluted earnings per share |
|
0.023 |
|
0.005 |
VTEX
Condensed consolidated interim balance sheets
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
|
|
March 31, 2026 |
|
December 31, 2025 |
ASSETS |
|
|
|
|
Current assets |
|
|
|
|
Cash and cash equivalents |
|
16,786 |
|
15,744 |
Marketable securities |
|
176,927 |
|
176,357 |
Trade receivables |
|
52,325 |
|
61,601 |
Recoverable taxes |
|
6,508 |
|
6,716 |
Deferred commissions |
|
2,142 |
|
2,021 |
Prepaid expenses and other current assets |
|
7,753 |
|
5,066 |
Total current assets |
|
262,441 |
|
267,505 |
|
|
|
|
|
Non-current assets |
|
|
|
|
Equity investments |
|
9,649 |
|
9,649 |
Trade receivables |
|
3,504 |
|
6,218 |
Deferred tax assets |
|
13,287 |
|
11,765 |
Recoverable taxes |
|
5,485 |
|
5,050 |
Deferred commissions |
|
4,775 |
|
5,025 |
Prepaid expenses and other non-current assets |
|
893 |
|
1,151 |
Right-of-use assets |
|
2,331 |
|
2,751 |
Property and equipment, net |
|
3,148 |
|
3,245 |
Intangible assets, net |
|
7,650 |
|
7,949 |
Goodwill |
|
27,156 |
|
26,324 |
Total non-current assets |
|
77,878 |
|
79,127 |
Total assets |
|
340,319 |
|
346,632 |
VTEX
Condensed consolidated interim balance sheets
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
|
|
March 31, 2026 |
|
December 31, 2025 |
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Accounts payable and accrued expenses |
|
29,270 |
|
36,216 |
Taxes payable |
|
6,295 |
|
7,263 |
Lease liabilities |
|
1,513 |
|
1,635 |
Deferred revenue |
|
38,435 |
|
37,931 |
Other current liabilities |
|
8,383 |
|
4,918 |
Total current liabilities |
|
83,896 |
|
87,963 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Accounts payable and accrued expenses |
|
2,491 |
|
3,602 |
Taxes payable |
|
157 |
|
161 |
Lease liabilities |
|
952 |
|
1,249 |
Accounts payable from acquisition of subsidiaries |
|
1,577 |
|
1,449 |
Deferred revenue |
|
17,365 |
|
17,743 |
Deferred tax liabilities |
|
535 |
|
589 |
Other non-current liabilities |
|
317 |
|
317 |
Total non-current liabilities |
|
23,394 |
|
25,110 |
EQUITY |
|
|
|
|
Common stock: $0.0001 par value, 21,000,000,000 shares authorized Class A: 90,536,615 and 92,576,749 issued; 90,454,170 and 92,576,749 outstanding. Class B: 80,356,730 and 80,416,730 issued and outstanding |
|
17 |
|
17 |
Additional paid-in capital |
|
315,851 |
|
321,976 |
Accumulated other comprehensive income |
|
2,831 |
|
1,307 |
Accumulated losses |
|
(85,743) |
|
(89,804) |
Equity attributable to VTEX’s shareholders |
|
232,956 |
|
233,496 |
Non-controlling interests |
|
73 |
|
63 |
Total shareholders’ equity |
|
233,029 |
|
233,559 |
Total liabilities and equity |
|
340,319 |
|
346,632 |
VTEX
Condensed consolidated interim statements of cash flows
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
|
|
Three months ended |
||
|
|
March 31, 2026 |
|
March 31, 2025 |
Income for the period |
|
4,051 |
|
861 |
Adjustments for: |
|
|
|
|
Depreciation and amortization |
|
872 |
|
723 |
Deferred income tax |
|
(1,010) |
|
379 |
Loss on disposal of rights of use, property, equipment, and intangible assets |
|
8 |
|
5 |
Expected credit losses from trade receivables |
|
281 |
|
320 |
Share-based compensation |
|
3,910 |
|
4,191 |
Gain on investments and other financial instruments, net |
|
1,629 |
|
(4,652) |
Others and foreign exchange, net |
|
409 |
|
3,080 |
Change in operating assets and liabilities |
|
|
|
|
Trade receivables |
|
13,793 |
|
5,642 |
Recoverable taxes |
|
168 |
|
1,635 |
Prepaid expenses and other assets |
|
(2,306) |
|
(306) |
Accounts payable and accrued expenses |
|
(8,781) |
|
(6,164) |
Operating leases |
|
(490) |
|
(395) |
Taxes payable |
|
(1,179) |
|
24 |
Deferred revenue |
|
(856) |
|
(1,359) |
Other liabilities |
|
2,866 |
|
2,718 |
Net cash provided by operating activities |
|
13,365 |
|
6,702 |
Cash flows from investing activities |
|
|
|
|
Purchase of marketable securities and equity investments |
|
(17,483) |
|
(59,380) |
Sales and maturities of marketable securities and equity investments |
|
17,145 |
|
73,955 |
Acquisition of subsidiaries net of cash acquired |
|
— |
|
(3,678) |
Acquisitions of intangible assets |
|
(480) |
|
— |
Acquisitions of property and equipment |
|
(85) |
|
(67) |
Derivative financial instruments |
|
(1,728) |
|
290 |
Net cash provided by (used in) investing activities |
|
(2,631) |
|
11,120 |
Cash flows from financing activities |
|
|
|
|
Proceeds from the exercise of stock options |
|
5 |
|
7 |
Net-settlement of share-based payment |
|
(376) |
|
(659) |
Buyback of shares |
|
(9,714) |
|
(15,054) |
Payment of loans and financing |
|
— |
|
(47) |
Net cash used in financing activities |
|
(10,085) |
|
(15,753) |
Net increase in cash and cash equivalents |
|
649 |
|
2,069 |
Cash and cash equivalents, beginning of the period |
|
15,744 |
|
18,673 |
Effect of exchange rate changes |
|
393 |
|
343 |
Cash and cash equivalents, end of the period |
|
16,786 |
|
21,085 |
Supplemental cash flow information: |
|
|
|
|
Cash (paid) refunded for income taxes |
|
(95) |
|
290 |
Non-cash transactions: |
|
|
|
|
Lease liabilities arising from obtaining right-of-use assets and remeasurement |
|
— |
|
75 |
Unpaid amount related to business combinations |
|
129 |
|
383 |
Unpaid amount related to intangible assets acquisitions |
|
102 |
|
1,298 |
Transactions with non-controlling interests |
|
20 |
|
9 |
Contact
Julia Vater Fernández
VP of Investor Relations
investors@vtex.com
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 7, 2026
VTEX
By: /s/ Ricardo Camatta Sodre
Name: Ricardo Camatta Sodre
Title: Chief Financial Officer