6-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024.

Commission File Number 001-40626

VTEX

(Exact name ofregistrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

100 Avebury Boulevard, Milton Keynes, MK9 1FH

London, United Kingdom

(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): ☐

Table of Contents

Table of Contents

PART I - FINANCIAL INFORMATION		****	3	****
Item 1 - Financial Statements		****	3	****
Condensed consolidated interim balance sheets		****	4	****
Condensed consolidated interim statements of profit orloss		****	6	****
Condensed consolidated interim statements of changes in shareholder’s equity		****	7	****
Condensed consolidated interim statements of cash flows		****	8	****
Notes to condensed consolidated interim financialstatements		****	9	****
Item 2 – Management’s discussion and analysis of financial condition and results of operations		****	27	****
PART II - OTHER INFORMATION
Item 1 - Signatures		****	39	****

2

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Index to Financial Statements

VTEX

Condensed consolidated interim financial statements
Condensed consolidated interim balance sheets		4
Condensed consolidated interim statements of profit or loss		6
Condensed consolidated interim statements of changes in shareholder’s equity		7
Condensed consolidated interim statements of cash flows		8
Notes to the condensed consolidated interim financial statements		9

3

Table of Contents

VTEX

Condensed consolidated interim balance sheets

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

		March 31, 2024				December 31, 2023
ASSETS
Current assets
Cash and cash equivalents			17,468				28,035
Short-term investments			191,885				181,374
Trade receivables			45,189				44,122
Recoverable taxes			5,958				6,499
Deferred commissions			1,328				1,005
Prepaid expenses			6,238				5,143
Derivative financial instruments			—				53
Other current assets			122				22
Total current assets		****	268,188	****		****	266,253	****
Non-current assets
Long-term investments			3,056				2,000
Trade receivables			8,595				7,415
Deferred tax assets			22,469				19,926
Prepaid expenses			127				155
Recoverable taxes			4,411				4,454
Deferred commissions			3,006				2,924
Other non-current assets			788				902
Right-of-use assets			2,813				3,277
Property and equipment, net			2,969				2,697
Intangible assets, net			29,121				30,024
Investments in joint venture			1,099				1,118
Total non-current assets		****	78,454	****		****	74,892	****
Total assets		****	346,642	****		****	341,145	****

The above condensed consolidated interim balance sheets should be read in conjunction with the accompanying notes.

4

Table of Contents

VTEX

Condensed consolidated interim balance sheets

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

		March 31, 2024			December 31, 2023
LIABILITIES
Current liabilities
Accounts payable and accrued expenses			39,352			39,728
Taxes payable			6,811			8,219
Lease liabilities			1,717			1,863
Deferred revenue			26,653			25,948
Other current liabilities			3,854			1,486
Total current liabilities		****	78,387	****	****	77,244	****
Non-current liabilities
Accounts payable and accrued expenses			811			1,632
Lease liabilities			1,851			2,233
Deferred revenue			19,209			16,584
Deferred tax liabilities			3,026			2,668
Other non-current liabilities			427			452
Total non-current liabilities		****	25,324	****	****	23,569	****
EQUITY
Issued capital			18			18
Capital reserve			373,554			370,821
Other reserves			1,824			(486	)
Accumulated losses			(132,506	)		(130,060	)
Equity attributable to VTEX’s shareholders		****	242,890	****	****	240,293	****
Non-controlling interests			41			39
Total shareholders’ equity		****	242,931	****	****	240,332	****
Total liabilities and equity		****	346,642	****	****	341,145	****

The above condensed consolidated interim balance sheets should be read in conjunction with the accompanying notes.

5

Table of Contents

VTEX

Condensed consolidated interim statements of profit or loss

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

		Three months ended
		March 31, 2024			March 31, 2023
Subscription revenue			50,362			39,762
Services revenue			2,286			2,520
Total revenue		****	52,648	****	****	42,282	****
Subscription cost			(11,539	)		(10,400	)
Services cost			(3,221	)		(4,166	)
Total cost		****	(14,760	)	****	(14,566	)
Gross profit		****	37,888	****	****	27,716	****
Operating expenses
General and administrative			(9,172	)		(7,925	)
Sales and marketing			(17,192	)		(14,782	)
Research and development			(12,728	)		(13,959	)
Other losses			(386	)		(754	)
Loss from operations		****	(1,590	)	****	(9,704	)
Financial income			9,102			7,359
Financial expense			(12,496	)		(5,903	)
Financial result, net		****	(3,394	)	****	1,456	****
Equity results			18			341
Loss before income tax		****	(4,966	)	****	(7,907	)
Income tax
Current			(254	)		(570	)
Deferred			2,766			549
Total income tax		****	2,512	****	****	(21	)
Net loss for the period		****	(2,454	)	****	(7,928	)
Attributable to controlling shareholders		****	(2,446	)	****	(7,928	)
Non-controlling interest		****	(8	)	****	—	****
Loss per share
Basic loss per share		****	(0.013	)	****	(0.042	)
Diluted loss per share		****	(0.013	)	****	(0.042	)

The above condensed consolidated interim statements of profit or loss should be read in conjunction with the accompanying notes

6

Table of Contents

VTEX

Condensed consolidated interim statements of changes in shareholders’ equity

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

		Issued capital				Capital reserve			Other reserves			Accumulated<br>losses			Equity<br>attributable to<br>VTEX’s<br>shareholders			Non-<br>controlling<br>interests			Total<br>shareholders’<br>equity
At January 1, 2023		****	19	****		****	390,885	****	****	127	****	****	(116,373	)	****	274,658	****	****	19	****	****	274,677	****
Net loss for the period			—				—			—			(7,928	)		(7,928	)		—			(7,928	)
Other comprehensive income (loss)			—				—			1,828			—			1,828			—			1,828
Total comprehensive loss for the period		****	—	****		****	—	****	****	1,828	****	****	(7,928	)	****	(6,100	)	****	—	****	****	(6,100	)
Transactions with owners of the Company
Exercise of stock options			—				3			—			—			3			—			3
Share repurchase program			—				(5,330	)		—			—			(5,330	)		—			(5,330	)
Share-based compensation			—				4,266			—			—			4,266			—			4,266
Transactions with non-controlling interests			—				—			—			—			—			17			17
Total transactions with owners of the Company		****	—	****		****	(1,061	)	****	—	****	****	—	****	****	(1,061	)	****	17	****	****	(1,044	)
At March 31, 2023		****	19	****		****	389,824	****	****	1,955	****	****	(124,301	)	****	267,497	****	****	36	****	****	267,533	****
At January 1, 2024		****	18	****		****	370,821	****	****	(486	)	****	(130,060	)	****	240,293	****	****	39	****	****	240,332	****
Net loss for the period			—				—			—			(2,446	)		(2,446	)		(8	)		(2,454	)
Other comprehensive income (loss)			—				—			2,310			—			2,310			—			2,310
Total comprehensive loss for the period		****	—	****		****	—	****	****	2,310	****	****	(2,446	)	****	(136	)	****	(8	)	****	(144	)
Transactions with owners of the Company
Exercise of stock options			—				448			—			—			448			—			448
Share-based compensation			—				2,285			—			—			2,285			—			2,285
Transactions with non-controlling interests			—				—			—			—			—			10			10
Total transactions with owners of the Company		****	—	****		****	2,733	****	****	—	****	****	—	****	****	2,733	****	****	10	****	****	2,743	****
At March 31, 2024		****	18	****		****	373,554	****	****	1,824	****	****	(132,506	)	****	242,890	****	****	41	****	****	242,931	****

The above condensed consolidated interim statements of changes in shareholders’ equity should be read in conjunction with the accompanying notes

7

Table of Contents

VTEX

Condensed consolidated interim statements of cash flows

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

		March 31,2024			March 31,2023
Net loss for the period		****	(2,454	)	****	(7,928	)
Adjustments for:
Depreciation and amortization			1,113			1,226
Deferred income tax			(2,766	)		(549	)
Loss on disposal of rights of use, property, equipment, and intangible assets			127			14
Expected credit losses from trade receivables			215			537
Share-based compensation			3,030			4,004
Provision for payroll taxes (share-based compensation)			1,092			452
Adjustment of hyperinflation			4,002			1,420
Equity results			(18	)		(341	)
Accrued interest			(5,491	)		(1,768	)
Fair value (gains) losses			304			(3,374	)
Others and foreign exchange, net			3,877			1,836
Change in operating assets and liabilities
Trade receivables			(3,684	)		(124	)
Recoverable taxes			(397	)		(580	)
Prepaid expenses			(1,167	)		(1,019	)
Other assets			(446	)		(299	)
Accounts payable and accrued expenses			(1,346	)		(4,250	)
Taxes payable			(1,038	)		1,472
Deferred revenue			4,251			4,279
Other liabilities			2,888			304
Cash provided by (used in) operating activities		****	2,092		****	(4,688	)
Income tax refund (paid)			547			(170	)
Net cash provided by (used in) operating activities		****	2,639		****	(4,858	)
Cash flows from investing activities
Purchase of short and long-term investment			(64,067	)		(4,005	)
Redemption of short-term investment			54,184			11,868
Interest and dividend received from short-term investments			197			462
Acquisitions of property and equipment			(738	)		(146	)
Derivative financial instruments			(1,549	)		(134	)
Net cash provided by (used in) investing activities		****	(11,973	)	****	8,045
Cash flows from financing activities
Changes in restricted cash			—			1,034
Proceeds from the exercise of stock options			448			3
Net-settlement of share-based payment			(764	)		(387	)
Buyback of shares			—			(5,330	)
Payment of loans and financing			—			(696	)
Interest paid			—			(4	)
Principal elements of lease payments			(414	)		(368	)
Lease interest paid			(106	)		(148	)
Net cash used in financing activities		****	(836	)	****	(5,896	)
Net decrease in cash and cash equivalents		****	(10,170	)	****	(2,709	)
Cash and cash equivalents, beginning of the period		****	28,035		****	24,394
Effect of exchange rate changes			(397	)		206
Cash and cash equivalents, end of the period		****	17,468		****	21,891
Non-cash transactions:
Lease liabilities arising from obtaining right-of-use assets and remeasurement			—			76
Transactions with non-controlling interests			10			17

The above condensed consolidated interim statements of cash flows should be read in conjunction with the accompanying notes.

8

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

1	General information

VTEX (“VTEX” or the “Company”) and its subsidiaries, or collectively referred to as the “Group”, provides a software-as-a-service digital commerce platform tailored for enterprise brands and retailers. The Company’s shares, under the symbol “VTEX”, are listed on the New York Stock Exchange (“NYSE”).

The following entities are part of the Group and are being consolidated in these unaudited condensed interim financial statements:

								Interest held by the Group (%)
Company		Place of business/<br><br><br>country of<br><br><br>incorporation		Relationship		Principal<br><br><br>business<br><br><br>activity		March 31,<br><br><br>2024			December 31,<br><br><br>2023			March 31,<br><br><br>2023
VTEX (“VTEX”)		Cayman		Holding		Technology Services
VTEX Argentina S.A. (“VTEX ARG”)		Argentina		Subsidiary		Technology Services			100			100			100
VTEX Brasil Tecnologia para E-commerce LTDA. (“VTEX<br>Brazil”)		Brazil		Subsidiary		Technology Services			100			100			100
VTEX Day Eventos LTDA (“VTEX DAY”)		Brazil		Subsidiary		Production of events			100			100			100
Loja Integrada Tecnologia Para Softwares S.A. (“Loja Integrada”)		Brazil		Subsidiary		Technology Services			98.36			99.68			99.28
VTEX Chile SPA (“VTEX CHI”)		Chile		Subsidiary		Technology Services			100			100			100
VTEX Colombia Tecnologia para Ecommerce S.A.S. (“VTEX COL”)		Colombia		Subsidiary		Technology Services			100			100			100
VTEX Commerce Cloud Solutions LLC (“VTEX USA”)		USA		Subsidiary		Technology Services			100			100			100
VTEX Ecommerce Platform Limited (“VTEX UK”)		UK		Subsidiary		Technology Services			100			100			100
VTEX Mexico Soluciones en Ecommerce S.R.L. de C.V. (“VTEX MEX”)		Mexico		Subsidiary		Technology Services			100			100			100
EICOM Business School S.A.P.I De C.V. (“Escuela”)		Mexico		Subsidiary		Technology Services			100			100			100
Peru Tecnologia para ECOMMERCE S.A.C. (“VTEX PERU”)		Peru		Subsidiary		Technology Services			100			100			100
VTEX Platform España, S.L. (“VTEX ESP”)		Spain		Subsidiary		Technology Services			100			100			100
VTEX Ecommerce Platform Limited—Sede Secondaria (“VTEX ITA”)		Italy		Branch		Technology Services			100			100			100
VTEX Ecommerce Platform Limited London—Sucursala Bucuresti (“VTEX ROM”)		Romania		Branch		Technology Services			100			100			100
VTEX Ecommerce Platform Limited – Sucursal em Portugal (“VTEX PORT”)		Portugal		Branch		Technology Services			100			100			100

The Group also holds VT Comercio, a joint venture (“JV”) established in July 2019 with a participation of 50%. On August 30, 2023 the Company announced the termination of the JV. However, the Group has elected to maintain its participation until the dissolution terms are finalized.

9

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

2	Basis of presentation and consolidation

The accounting policies described in detail below have been consistently applied to all periods presented in these unaudited condensed consolidated interim financial statements, unless otherwise stated. The financial statements are applicable for the group consisting of VTEX and its subsidiaries. The accounting policies have been consistently applied by the Group.

a. Basis for preparation of the unaudited condensed consolidated interim financial statements

The unaudited condensed consolidated interim financial statements of VTEX Group for the three-month period ended March 31, 2024, have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in an annual consolidated financial statement. Accordingly, this report is to be read in conjunction with the Group’s annual consolidated financial statements for the year ended December 31, 2023, and any public announcements made by the Group during the interim reporting period.

The accounting policies adopted are consistent with those of the previous financial year, except for the income tax estimation (see note 6) and the adoption of new and amended standards as set out below.

The unaudited condensed consolidated interim financial statements are presented in U.S. dollars (“USD” or “US$”), which is the Company’s functional and presentation currency. All amounts are rounded to the nearest thousands, except when otherwise indicated.

b. New standards, interpretations, and amendments adopted by the Group

A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.

c. Critical estimates and accounting judgments

Management has made judgments and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates. Accounting estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are recognized prospectively.

In preparing these unaudited condensed consolidated interim financial statements, the significant judgments and estimates made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those set at the consolidated financial statements for the year ended December 31, 2023. No retrospective adjustments were made.

10

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

3.	Cash and cash equivalents

The breakdown of cash and cash equivalents is as follows:

		March 31, 2024				December 31, 2023
Cash and cash bank deposits			9,905				24,962
Time deposits, investment funds and others			7,563				3,073
Total		****	17,468	****		****	28,035	****
4	Short and long-term investments
---	---
		March 31, 2024				December 31, 2023
---	---	---	---	---	---	---	---	---
Financial assets measured at fair value			122,650				95,293
Financial assets measured at amortized cost			72,291				88,081
Short and long-term investments		****	194,941	****		****	183,374	****
Current			191,885				181,374
Non-current			3,056				2,000

4.1 Financial investments measured at fair value

The following table shows the changes in the balances:

		2024
Opening balance on January 1		****	95,293	****
Additions			24,817
Accrued dividend			123
Fair value gains (losses)			2,445
Exchange differences			(28	)
Closing balance on March 31		****	122,650	****

4.2 Financial investments measured at amortized cost

The following table shows the changes in the balances:

		2024
Opening balance on January 1		****	88,081	****
Additions			39,250
Redemption			(54,184	)
Accrued interest			5,170
Fair value losses, net			(1,146	)
Exchange differences			(4,880	)
Closing balance on March 31		****	72,291	****

11

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

5	Trade receivables

Trade receivables are as follows:

		March 31, 2024				December 31, 2023
Trade receivables			54,612				52,446
Expected credit losses			(828	)			(909	)
Total trade receivables		****	53,784	****		****	51,537	****
Current			45,189				44,122
Non-current			8,595				7,415

The changes in expected credit losses for trade receivables are as follows:

		2024
Opening balance on January 1		****	(909	)
Addition, net			(215	)
Write-off			275
Exchange differences			21
Closing balance on March 31		****	(828	)

The trade receivables by maturity are distributed as follows:

		March 31, 2024				December 31, 2023
Current			51,978				49,201
Overdue:
From 1 to 30 days			1,235				1,810
From 31 to 60 days			417				244
From 61 to 90 days			197				227
From 91 to 120 days			160				272
From 121 to 300 days			625				692
Total		****	54,612	****		****	52,446	****

12

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

6	Current and deferred tax

6.1 Deferred tax assets

The balance comprises temporary differences attributable to:

		March 31, 2024				December 31, 2023
Loss allowances for financial assets			320				339
Bonus provision			517				2,271
Lease			371				396
Share-based compensation (i)			2,766				3,064
Tax loss (ii)			14,824				11,916
Others (iii)			3,671				1,940
Total deferred tax assets		****	22,469			****	19,926
(i)	Mainly related to RSU amounts that are treated as temporary differences until the instrument is vested.<br>
---	---
(ii)	Mainly related to losses from previous periods. Tax loss carry forwards are expected to be offset in the<br>foreseeable future.
---	---
(iii)	Most of the amounts appointed as others in the deferred tax assets reconciliation correspond to usual book-to-tax temporary differences such as provision for sales commissions and suppliers and unrealized foreign exchange variation.
---	---

6.2 Deferred tax liabilities

The balance comprises temporary differences attributable to:

		March 31, 2024				December 31, 2023
Acquisition of subsidiaries			1,068				1,136
Temporary differences			1,594				1499
Others			364				33
Total deferred tax liabilities		****	3,026			****	2,668

6.3 Income Tax expense

Income tax expense is recognized based on Management’s estimate of the weighted average effective annual income tax rate expected for the full financial year.

		Three months ended
		March 31, 2024				March 31, 2023
Current tax
Current tax on profits for the period			(254	)			(570	)
		****	(254	)		****	(570	)
Deferred income tax
Decrease in deferred tax		****	2,766	****		****	549	****
			2,766				549
Income tax		****	2,512	****		****	(21	)

13

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

7	Leases

7.1 Amounts recognized in the balance sheets

The balance sheets show the following amounts related to leases:

		March 31, 2024				December 31, 2023
Right-of-use assets
Office buildings			2,813				3,277
Total		****	2,813	****		****	3,277	****
		March 31, 2024				December 31, 2023
---	---	---	---	---	---	---	---	---
Lease liabilities
Current			1,717				1,863
Non-current			1,851				2,233
Total		****	3,568	****		****	4,096	****

The following table shows the changes in the right-of-use asset and lease liabilities:

		2024
Right-of-use assets
Opening balance on January 1		****	3,277	****
Depreciation			(379	)
Hyperinflation adjustment			3
Exchange differences			(88	)
Closing balance on March 31		****	2,813	****
		2024
Lease liabilities
Opening balance on January 1		****	4,096	****
Interest added			106
Principal elements of lease payments			(414	)
Interest payment			(106	)
Exchange differences			(114	)
Closing balance on March 31		****	3,568	****

14

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

7.2 Amounts recognized in the statement of profit or loss

The statement of profit or loss presents the following amounts related to leases:

		Three months ended
		March 31, 2024				March 31, 2023
Depreciation charge of office buildings			379				371
Interest expense (included in financial expense)			106				149
Total		****	485	****		****	520	****
8	Property and equipment, net
---	---

Details of the Group’s property and equipment balance are presented below:

		March 31, 2024				December 31, 2023
Leasehold improvements			2,401				2,560
Machinery and equipment			42				43
Furniture and fixture			574				606
Computer and peripherals			3,649				3,192
Accumulated depreciation			(3,697	)			(3,704	)
Property and equipment, net		****	2,969	****		****	2,697	****
9	Intangible assets, net
---	---

Details of the Group’s intangible assets balance are presented below:

		March 31, 2024				December 31, 2023
Software			4,507				4,649
Trademark			230				238
Intellectual property			2,916				2,962
Customer contracts			9,452				9,490
Goodwill			21,488				21,832
Others			547				566
Accumulated amortization			(10,019	)			(9,713	)
Intangible assets, net		****	29,121	****		****	30,024	****

15

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

10	Accounts payable and accrued expenses

The breakdown of accounts payable and accrued expenses is as follows:

		March 31, 2024				December 31, 2023
Trade payables			17,830				14,829
Social charges			9,503				7,428
Profit-sharing			5,655				13,147
Provision for vacation and benefits			7,130				5,935
Others			45				21
Total		****	40,163	****		****	41,360	****
Current			39,352				39,728
Non-current			811				1,632
11	Taxes payable
---	---

The breakdown of taxes payable is as follows:

		March 31, 2024				December 31, 2023
Income tax payable			2,407				2,147
Other taxes payable			4,404				6,072
Total		****	6,811	****		****	8,219	****
12	Contingencies
---	---

The Group is party to civil and labor lawsuits involving loss risks. Provisions for losses resulting from lawsuits are estimated and updated by the Group, based on analysis from the Group’s legal advisors.

The breakdown of existing contingencies classified as probable losses by the Group, based on the evaluation of its legal advisors, which are recognized as a liability, is as follows:

		March 31, 2024				December 31, 2023
Civil			52				48
Labor			10				10
Tax			170				170
Total		****	232	****		****	228	****

16

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

The breakdown of existing contingencies classified as possible losses by the Group, based on the evaluation of its legal advisors, for which no provision was recognized, is as follows:

		March 31, 2024				December 31, 2023
Civil			150				114
Labor			161				176
Tax			1,141				1,067
Total		****	1,452	****		****	1,357	****

On October 9, 2020, Mirakl, Incorporated, filed a complaint for unspecified damages and preliminary and permanent injunctive relief in the United States District Court for the District of Massachusetts against our subsidiary VTEX Commerce Cloud Solutions LLC, or VTEX USA, and certain of its employees that were formerly employed by the plaintiff.

On April 14, 2021, the court denied Defendants’ motion to dismiss. On October 4, 2021, the court granted Defendants’ motion to appoint an independent expert to manage forensic discovery. On December 1, 2021, the court approved a forensic protocol to be employed by the independent expert. As of March 31, 2024, the parties are conducting discovery. Although VTEX plans to defend itself against such lawsuit, the Company is not able to predict the outcomes of such lawsuit at this current discovery stage. On March 31, 2024 and December 31, 2023, this contingency was classified as possible, however at the end of the reporting period it was not possible to estimate the future cash outflows at this stage of the lawsuit, and, therefore, it was not included in the table above.

13	Shareholders’ equity

14.1 Issued capital

The total share capital is as follows:

		March 31, 2024				December 31, 2023
Number of ordinary nominative shares			184,528,078				184,027,008
Par value			0.0001				0.0001
Total issued capital		****	18	****		****	18	****

17

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

14	Revenue from services provided

The Group revenue derives mainly from the transfer of services rendered and fees charged as services are provided, therefore, mostly recognized over time. Disaggregation of revenue by major product lines are as follows:

		Three months ended
		March 31, 2024				March 31, 2023
Subscriptions			55,186				43,530
Taxes on subscriptions			(4,824	)			(3,768	)
Subscription revenue		****	50,362	****		****	39,762	****
Services provided			2,392				2,645
Taxes on services			(106	)			(125	)
Services revenue		****	2,286	****		****	2,520	****
Total revenue		****	52,648	****		****	42,282	****
15	Earnings (loss) per share
---	---

Basic earnings (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings per share are computed by affecting all potential weighted average dilutive common stock, including options and restricted stock units.

The following table contains the loss per share of the Group for the three and three-month periods ended March 31, 2024 and 2023:

		Three months ended
		March 31, 2024				March 31, 2023
Loss attributable to the stockholders of the Group			(2,446	)			(7,928	)
Weighted average number of outstanding<br>common shares (thousands)			184,246				188,240
Basic loss per share		****	(0.013	)		****	(0.042	)
		Three months ended
---	---	---	---	---	---	---	---	---
		March 31, 2024				March 31, 2023
Loss attributable to the stockholders of the Group			(2,446	)			(7,928	)
Weighted average number of outstanding<br>common shares (thousands)			184,246				188,240
Diluted loss per share		****	(0.013	)		****	(0.042	)

18

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

As of March 31, 2024 and 2023, the number of shares used to calculate diluted net loss per share of common stock attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share of common stock attributable to common stockholders for the period presented because the potentially dilutive shares would have been anti-dilutive if included in the calculation. The number of the potentially dilutive shares that would have been anti-dilutive is disclosed in note 17.

16	Financial result, net
		Three months ended
---	---	---	---	---	---	---	---	---
		March 31, 2024				March 31, 2023
Interest and dividend earned on bank<br><br><br>deposits and financial investments			5,491				1,768
Foreign exchange gains			930				933
Gains from fair value of financial<br><br><br>instruments (i)			—				330
Gains from short and long-term<br><br><br>investments			2,574				4,308
Other financial income			107				20
Financial income		****	9,102	****		****	7,359	****
Foreign exchange losses			(5,360	)			(2,881	)
Losses from fair value of financial<br><br><br>instruments (i)			(1,603	)			(253	)
Interest on loans			—				(4	)
Interest on lease liabilities			(106	)			(149	)
Losses from short and long-term<br><br><br>investments			(1,275	)			(1,004	)
Adjustment of hyperinflation			(4,002	)			(1,420	)
Other financial expenses			(150	)			(192	)
Financial expense		****	(12,496	)		****	(5,903	)
Financial result, net		****	(3,394	)		****	1,456	****
(i)	Refers to gain and losses on change in the fair value of hedge instruments (Refer to note 18.1)<br>
---	---
17	Share-based compensation
---	---

17.1 Share-based compensation: VTEX

VTEX provides share-based compensation to selected directors and employees as a stock-option plan.

Both stock options and Restricted Stock Units instruments (“RSUs”) are exercisable as long as the director or employee fulfills the worked periods after the options are granted.

19

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

Set out below are summaries of stock options granted under the plan:

		Number of<br>options<br>(thousands)				Weighted<br>average<br>exercise price				Remaining<br>contractual<br>terms in years				Weighted<br>average grant<br>date fair value
At January 1, 2024		****	9,896	****		****	4.17	****		****	3.86	****		****	1.44	****
Granted			—				—				—				—
Forfeit			(353	)			4.17				—				1.02
Exercised (i)			(167	)			2.67				—				0.73
At March 31, 2024		****	9,376	****		****	4.20	****		****	3.64	****		****	1.47	****
Stock options exercisable as of March 31, 2024		****	5,758	****		****	4.46	****		****	3.27	****		****	1.07	****
(i)	The number of stock-options withheld for tax purposes was 173 shares.
---	---

The fair value of the stock options granted is calculated based on the Binomial Options Pricing Model considering the average contract term. The model inputs for options included:

•	Strike Price - Average price weighted by the quantity granted;
•	Target Asset Price - The trading price closest to the granting date of the options or the trading price derived<br>from an independent valuation report;
---	---
•	Risk-Free Interest Rate - US Treasury interest rate, according to the contractual term;
---	---
•	Volatility - According to comparable peer entities listed on the stock exchange.
---	---

The following table summarizes the RSU options granted under the plan:

		Number of<br>RSUs<br>(thousands)				Weighted<br>average grant<br>date fair value
At January 1, 2024		****	3,720	****		****	6.32	****
Granted			130				8.41
Forfeit			(218	)			5.63
Settled (i)			(504	)			6.16
At March 31, 2024		****	3,128	****		****	6.48	****
(i)	The number of RSUs withheld for tax purposes was 128.7 thousand shares.
---	---

The fair value of the restricted stock units granted was calculated using the same Target Asset Price used in the Stock Options appraisal model.

For the three-month period ended March 31, 2024, there was US$13,446 of remaining unamortized compensation costs, including social charges, related to unvested stock options and RSUs granted to the Group’s employees. This cost will be recognized over an estimated weighted average remaining period of 1.75 years. Total unamortized compensation costs will be adjusted for future changes in estimated forfeitures.

The total expense, including taxes and social charges related to the share-based compensation plan for the three-month period ended March 31, 2024, was US$3,749 (the three-month period ended March 31, 2023: US$4,300). For the period ended March 31, 2024, the Group recorded in the capital reserve the amount of US$2,140 (the three-month period ended March 31, 2023: US$4,150).

20

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

The Company must withhold an amount for an employee’s tax obligation associated with a share-based payment and transfer that amount to the tax authority on the employee’s behalf. The Company is settling the share-based compensation on a net basis by withholding the number of shares with a fair value equal to the monetary value of the employee’s tax obligation and only issuing the remaining shares on completion of the vesting period. If all of the shares outstanding as at March 31, 2024 were subsequently vested, the Group would be required to pay taxes of approximately US$16,424 (US$ 13,847 on December 31, 2023) considering the stock price as of March 31, 2024

17.2 Share-based compensation: Loja Integrada

On April 29, 2021, VTEX introduced a new share-based compensation plan to selected directors and employees as a stock-option and RSU plan in Loja Integrada, a subsidiary wholly owned. This share-based compensation plan also has RSU and Stock Options. Under both stock-option plan and RSUs, the options have a term of 7 years as of the grant date. They are exercisable as long as the director or employee fulfills the worked periods after the options are granted.

Set out below are summaries of stock options granted under the plan:

		Number of<br>options<br>(thousands)				Weighted<br>average<br>exercise price				Remaining<br>contractual<br>terms in years				Weighted<br>average grant<br>date fair value
At January 1, 2024		****	8.42	****		****	14.81	****		****	4.35	****		****	6.17	****
Granted			—				—				—				—
Forfeit			—				—				—				—
Exercised			—				—				—				—
At March 31, 2024		****	8.42	****		****	14.21	****		****	4.10	****		****	5.97	****
Stock options exercisable as of March 31, 2024		****	8.42	****		****	14.21	****		****	4.10	****		****	5.97	****

The fair value of the stock options granted is calculated based on the Binomial Options Pricing Model considering the average contract term. The model inputs for options included:

•	Strike Price - Average price weighted by the quantity granted;
•	Target Asset Price - The trading price closest to the granting date of the options or the trading price derived<br>from an independent valuation report;
---	---
•	Risk-Free Interest Rate - Future CDI, according to the contractual term;
---	---
•	Volatility - According to comparable peer entities listed on the stock exchange.
---	---

21

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

The following table summarizes the RSU options granted under the plan:

		Number of<br>RSUs<br>(thousands)				Weighted<br>average grant<br>date fair value
At January 1, 2024		****	240.89	****		****	6.49	****
Granted			—				—
Forfeit			—				—
Settled (i)			(27.64	)			8.17
At March 31, 2024		****	213.25	****		****	6.03	****
(i)	The number of RSUs withheld for tax purposes was 1.1 thousand shares.
---	---

For the three-month period ended March 31, 2024, there was US$537 of remaining unamortized compensation cost, including social charges, related to unvested stock options and RSUs granted to the Group’s employees. This cost will be recognized over an estimated weighted-average remaining period of 1.49 years. Total unamortized compensation costs will be adjusted for future changes in estimated forfeitures.

The total expense, including taxes and social charges related to the Loja Integrada share-based compensation plan for the three-month period ended March 31, 2024, was US$372 (the three-month period ended March 31, 2023: US$770). For the period ended March 31, 2024, the Group recorded in the capital reserve the amount of US$146 (the three-month period ended March 31, 2023: US$116).

The Company must withhold an amount for an employee’s tax obligation associated with a share-based payment and transfer that amount to the tax authority on the employee’s behalf. The Company is settling the share-based compensation on a net basis by withholding the number of shares with a fair value equal to the monetary value of the employee’s tax obligation and only issuing the remaining shares on completion of the vesting period. If all of the shares outstanding as at March 31, 2024 were subsequently vested, the Group would be required to pay taxes of approximately US$177 (US$ 184 on December 31, 2023) considering the stock price as of March 31, 2024.

17.3 Amounts recognized in the statement of profit or loss

The following table illustrates the classification of stock-based compensation in the consolidated statements of profit and loss which includes both stock-based compensation of VTEX and Loja Integrada:

		Three months ended
		March 31, 2024				March 31, 2023
Subscription cost			(43	)			(21	)
Services cost			(164	)			(145	)
General and administrative			(2,618	)			(1,714	)
Sales and marketing			(1,055	)			(1,319	)
Research and development			(242	)			(1,871	)
Total		****	(4,122	)		****	(5,070	)

22

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

18	Financial Instruments
18.1	Financial instruments by category
---	---

The Company classifies its financial assets and liabilities under the following categories: amortized cost, fair value through other comprehensive income and fair value through profit or loss. The classification by category and the corresponding accounting policies of each financial instrument in these condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended on December 31, 2023.

(i)	Financial instruments valued at amortized cost

The Group has the following financial instruments valued at amortized cost:

		March 31, 2024				December 31, 2023
Financial assets:
Cash and cash equivalents			17,468				28,035
Short-term investments			72,291				88,081
Trade receivables			53,784				51,537
Total		****	143,543	****		****	167,653	****
Financial liabilities:
Trade payables			17,830				14,829
Lease liabilities			3,568				4,096
Total		****	21,398	****		****	18,925	****
(ii)	Financial instruments valued at fair value through profit or loss
---	---

The Group has the following financial instruments valued at fair value through profit or loss:

		Carrying amount
		March 31, 2024				December 31, 2023
Financial assets:
Short and long-term investments			122,650				95,293
Derivative financial instruments (i)			—				53
Total		****	122,650	****		****	95,346	****
(i)	The derivative instruments held by VTEX Argentina have daily settlements, therefore the adjustment of gain or<br>loss is carried out daily. There was no movement on the last day of March, so the settlement carried out had already been reclassified to cash.
---	---

For the three-month period ended on March 31, 2024, the Group had positions in future derivative financial instruments designed as a hedge of foreign currency risk in Argentina. The hedge contracts had maturity dates equal to those of the principal, which was raised through Matba Rofex. The notional value is US$ 13,000 and the last maturity is due May 2024.

23

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

The following amounts were recognized in profit or loss in relation to financial instruments:

		Three months ended
		March 31, 2024				March 31, 2023
Net gain (loss) on financial instruments			(1,603	)			77

The following amounts were recognized in profit or loss in relation to short and long-term investments:

		Three months ended
		March 31, 2024			March 31, 2023
Net gain on short and long-term investments			2,445			3,304
a.	Fair value hierarchy
---	---

This section provides details about the judgments and estimates made for determining the fair values of the financial instruments recognized and measured at fair value in the financial statements. The Group has classified its financial instruments into the three levels prescribed under the accounting standards to indicate the reliability of the inputs used in determining fair value.

		March 31, 2024
		Level 1			Level 2			Level 3
Assets
Short-term investments			119,594			—			—
Long-term investments			—			—			3,056
		December 31, 2023
---	---	---	---	---	---	---	---	---	---
		Level 1			Level 2			Level 3
Assets
Short-term investments			93,293			—			—
Long-term investments			—			—			2,000
Derivative financial instruments			—			53			—

There were no transfers between levels 1, 2, and 3 for recurring fair value measurements during the first quarter of 2024.

Fair value measurements using significant unobservable inputs (level 3)

In October 2023, VTEX initiated a strategic investment in privately held equity securities of an unquoted company, for an initial amount of US$2,000. The estimation of fair value for this investment requires the use of significant unobservable inputs, and as a result, the Company classified it as Level 3 within the fair value measurement framework. The valuation method is based on information available, including the market approach, and is supplemented with estimates such as revenue growth and liquidity.

24

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

The following table presents the changes in level 3 items for the period ended on March 31, 2024:

		Investmentin unquotedcompany
Closing balance on December 31, 2023		****	2,000
Fair value adjustments			1,056
Closing balance on March 31, 2024		****	3,056

b. Fair value of other financial instruments at amortized cost

The Group also has several financial instruments which are not measured at fair value in the balance sheet. As at March 31, 2024, these instruments’ fair values are not different from their carrying amounts since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature. Differences were identified for the following instruments at March 31, 2024:

		March 31, 2024								December 31, 2023
		Carryingamount				Fair value				Carryingamount				Fair value
Financial assets:
Short-term investments			12,010				12,204				20,872				21,443
Total		****	12,010			****	12,204			****	20,872			****	21,443
18.2	Financial risk management
---	---

The risk management of the Group is predominantly controlled by a central treasury department (Group treasury) under policies approved by the board of directors. Group treasury identifies, evaluates, and hedges financial risks in close co-operation with the Group’s operating units. The board provides written principles for overall risk management and policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivatives and non-derivative financial instruments, and investment of excess liquidity.

18.3	Financial currency risk

The Group operates in different countries with intermediary parent companies in UK, Brazil, and Mexico with different functional currencies. The foreign cumulative conversion adjustment is calculated from each foreign subsidiary to the intermediary parent company and subsequently to the ultimate parent company (VTEX). For the three-month period ended March 31, 2024, there were gains of foreign cumulative conversion adjustment of US$2,310 ( US$1,828 gains for the three-month period ended March 31, 2023) mainly due to the exchange rate appreciation and volatility of other currencies within the Group in relation to the U.S. dollar.

25

Table of Contents

VTEX

Notes to the condensed consolidated interim financial statements

(Unaudited)

In thousands of U.S. dollars, unlessotherwise indicated

19	Subsequent events

The Group has not identified any subsequent events.

26

Table of Contents

Item 2 – Management’s discussion and analysis of financialcondition and results of operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operationssection may contain certain forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements for several reasons,including those described in our prior filings with the U.S. Securities and Exchange Commission.

The following analysis anddiscussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated interim financial statements as of March 31, 2024 and 2023 included elsewhere in this document.

Overview

VTEX is the composable and complete commerce platform for premier brands and retailers. VTEX delivers more efficiency and less maintenance to organizations seeking to make smarter IT investments and modernize their tech stack. Through our pragmatic composability approach, we empower brands, distributors, and retailers with unparalleled flexibility and comprehensive solutions, enabling them to invest solely in what provides a clear business advantage and boosts profitability. Our platform is designed to be the operating system for the commerce ecosystem to orchestrate 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. We help global companies build, manage and deliver native and advanced B2B, B2C, and marketplace commerce experiences with unprecedented time to market and without complexity.

We are redefining the boundaries between digital and physical commerce, empowering personal shoppers, and fostering seamless interactions across both realms. Our aim is to boost our customers’ conversion and efficiency rates in their commerce operations. Through VTEX, enterprises can easily build online stores, integrate and manage orders across multiple channels, create marketplaces to sell third-party vendors’ products, and optimize their product delivery process, among many other capabilities.

With over 20 years of experience in digital commerce, VTEX has been a leader in accelerating the digital commerce transformation in Latin America and is expanding globally. Our platform is engineered to enterprise-level standards and functionality with approximately 86.5% of our GMV coming from large, blue-chip companies (i.e. customers with more than US$10 million of GMV per year). We are trusted by 2.6 thousand customers with 3.5 thousand active online stores across 43 countries to connect with their consumers in a meaningful way.

We benefit from the acceleration of digitalization globally, and in particular in Latin America, where ecommerce is still underpenetrated. Accelerating ecommerce growth, evolving consumer expectations and the proliferation of digital shopping alternatives are raising the bar for brands and retailers to stay relevant. Legacy structures developed over years force enterprises to choose between deep customization and speed to market. Our technology combined with our ecosystem of partners solves this problem. We deliver flexibility and simplicity to complex, mission critical commerce operations. In the year 2023, our company achieved several recognitions and acknowledgments. Commencing the year, we were recognized as “Established” in Gartner’s Peer Insights Voice of the Customer: Digital Commerce. In the second quarter, IDC’s acknowledged us as a Major Player and we achieved medals in all 24 categories of the 2023 Paradigm B2B Combine, being the exclusive vendor to secure a gold medal for marketplace product capability. In the third quarter, we were named a Visionary in Gartner’s Magic Quadrant for Digital Commerce, and became the only vendor-rated top 5 for all use cases in the 2023 Gartner Critical Capabilities for Digital Commerce Report. In the fourth quarter, we were recognized as a ‘Leader’ in IDC’s Marketscape: Worldwide Midmarket Growth B2B Digital Commerce Applications 2023-2024 Vendor Assessment. In January 2024, VTEX was the exclusive vendor recognized as a Customers’ Choice in the 2024 Gartner^®^ Voice of the Customer for Digital Commerce. According to the report, 98% of VTEX customers expressed their willingness to recommend the ecommerce platform to their peers. Additionally in February 2024, we were recognized as the top leader in the IDC MarketScape Worldwide B2C Digital Commerce Platforms for Midmarket Growth Vendor Assessment study. Rated the highest out of 25 vendors, we stood out for our comprehensive solutions and strategic focus on B2C excellence.

27

Table of Contents

We offer access to our platform on a subscription basis, which accounted for 95.7% of our revenue for the three-month period ended March 31, 2024, compared to 94.0% of our revenue in the same period of 2023. Our subscription revenue is based on a fixed subscription fee and a transaction-based fee. The transaction-based fee accounts for most of our subscription revenues and is primarily structured as a take rate or percentage of the total value of the orders processed through our platform, including value added taxes and shipping, which we refer to as our GMV. Our transaction-based fee model aligns our success with our customers’ success and our revenue grows as our customers’ GMV grows. In the three-month period ended March 31, 2024, our GMV increased to US$4.0 billion from US$3.3 billion in the same period of 2023, representing an increase of 22.2% in USD and 20.1% on an FX neutral basis. In the same period, our revenue increased to US$52.6 million from US$42.3 million, representing an increase of 24.5% in USD and 21.3% on an FX neutral basis.

Key metric— Gross merchandise value

The key metric we use to measure our performance, identify trends affecting our business, formulate our business plan projections and support our strategic decisions is GMV. Due to the seasonality of ecommerce and the foreign exchange effects resulting from the volatility of the currencies of the jurisdictions where we operate (particularly Latin America countries) vis-à-vis the U.S. Dollar (which is our functional currency), our management compares GMV on a year-over-year and foreign exchange neutral basis. The foreign exchange neutral measures are calculated by 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 our results would have been had exchange rates remained stable from one year to the next.

GMV is 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. Due to our transaction-based subscription model, we believe that GMV growth is linked with our revenue growth and we track GMV as an indicator of the success of our customers, the performance of the platform and our market share.

		Three months ended
		March 31,2024			March 31,2023
		(in millions of U.S.Dollars, unless otherwiseindicated)
GMV			4,036.9			3,303.7
GMV growth FX neutral (%)			20.1	%		20.6	%

Seasonality and quarterly operations results

Our transaction-based subscription model, similar to most retail businesses, experiences seasonal fluctuations. Historically, we have generated higher net sales in the fourth quarter, as a consequence of the concentration of special dates during that quarter.

28

Table of Contents

The following table sets forth our quarterly condensed consolidated interim statements of profit or loss data for each of the last historical nine quarters. The condensed consolidated interim statements of profit or loss data below has been prepared on the same basis as the unaudited consolidated financial statements included elsewhere in this document and, in our opinion, reflects all necessary adjustments, consisting only of ordinary course recurring adjustments, necessary to present this information fairly and accurately. These historical quarterly results of operations are not necessarily indicative of the results of operations for any future period. The pandemic’s macroeconomic impact led to fluctuations in seasonal patterns, resulting in certain levels of volatility. Nevertheless, we foresee these effects gradually normalizing as the macroeconomic conditions ease.

		For the three months ended(unaudited)
(in US millions)	March31, 2022			June30, 2022			September30, 2022			December31, 2022			March31, 2023			June30, 2023			September30, 2023			December31, 2023			March31, 2024
Subscription revenue		32.6			36.7			36.5			42.7			39.8			44.8			47.5			58.2			50.4
Services revenue		2.1			2.1			2.2			2.8			2.5			3.1			3.1			2.5			2.3
Total revenue	****	34.7		****	38.7		****	38.8		****	45.5		****	42.3		****	47.9		****	50.6		****	60.7		****	52.6
Subscription cost		(10.0	)		(10.2	)		(9.8	)		(11.5	)		(10.4	)		(11.2	)		(11.4	)		(12.5	)		(11.5	)
Services cost		(2.6	)		(2.8	)		(2.9	)		(3.1	)		(4.2	)		(4.4	)		(3.6	)		(3.4	)		(3.2	)
Total cost	****	(12.6	)	****	(13.0	)	****	(12.6	)	****	(14.6	)	****	(14.6	)	****	(15.5	)	****	(15.0	)	****	(15.9	)	****	(14.8	)
Gross profit	****	22.1		****	25.7		****	26.1		****	30.9		****	27.7		****	32.4		****	35.6		****	44.9		****	37.9
Operating expenses
General and administrative		(6.9	)		(7.4	)		(6.9	)		(7.1	)		(7.9	)		(8.2	)		(8.4	)		(9.1	)		(9.2	)
Sales and marketing		(17.9	)		(21.3	)		(16.2	)		(12.4	)		(14.8	)		(14.4	)		(15.1	)		(15.1	)		(17.2	)
Research and development		(13.9	)		(15.4	)		(13.8	)		(14.1	)		(14.0	)		(16.3	)		(15.5	)		(14.3	)		(12.7	)
Other income (losses)		0.0			(0.5	)		(0.5	)		(0.4	)		(0.8	)		(0.5	)		(0.1	)		(0.6	)		(0.4	)
Income (loss) from operation	****	(16.7	)	****	(18.9	)	****	(11.3	)	****	(3.0	)	****	(9.7	)	****	(7.1	)	****	(3.5	)	****	5.7		****	(1.6	)
Financial result, net	****	(4.7	)	****	(5.4	)	****	(0.2	)	****	2.7		****	1.5		****	0.1		****	1.1		****	0.4		****	(3.4	)
Equity results		0.2			0.3			0.3			0.3			0.3			0.4			0.3			0.0			0.0
Income (loss) before income tax	****	(21.2	)	****	(24.1	)	****	(11.2	)	****	0.0		****	(7.9	)	****	(6.6	)	****	(2.1	)	****	6.1		****	(5.0	)
Income tax		2.1			2.6			(0.3	)		(0.3	)		(0.0	)		0.0			(0.3	)		(2.9	)		2.5
Net income (loss) for the period	****	(19.1	)	****	(21.5	)	****	(11.5	)	****	(0.3	)	****	(7.9	)	****	(6.6	)	****	(2.4	)	****	3.2		****	(2.5	)
Earnings (loss) per share
Basic and diluted earnings (loss) per share (US)	****	(0.10	)	****	(0.11	)	****	(0.06	)	****	(0.00	)	****	(0.04	)	****	(0.04	)	****	(0.01	)	****	0.02		****	(0.01	)

All values are in US Dollars.

The following table sets forth selected condensed consolidated interim profit (loss) statements data for each of the periods indicated as a percentage of total revenue.

		For the three months ended(unaudited)
		March31, 2022			June30, 2022			September30, 2022			December31, 2022			March31, 2023			June30, 2023			September30, 2023			December31, 2023			March31, 2024
Total revenue			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Subscription cost			(28.8	)%		(26.3	)%		(25.2	)%		(25.3	)%		(24.6	)%		(23.3	)%		(22.5	)%		(20.5	)%		(21.9	)%
Services cost			(7.5	)%		(7.3	)%		(7.4	)%		(6.8	)%		(9.9	)%		(9.1	)%		(7.2	)%		(5.6	)%		(6.1	)%
Total cost			(36.3	)%		(33.6	)%		(32.6	)%		(32.1	)%		(34.4	)%		(32.4	)%		(29.7	)%		(26.1	)%		(28.0	)%
Gross profit			63.7	%		66.4	%		67.4	%		67.9	%		65.6	%		67.6	%		70.3	%		73.9	%		72.0	%
Operating expenses
General and administrative			(19.9	)%		(19.2	)%		(17.9	)%		(15.5	)%		(18.7	)%		(17.2	)%		(16.5	)%		(15	)%		(17.4	)%
Sales and marketing			(51.6	)%		(55.1	)%		(41.7	)%		(27.3	)%		(35.0	)%		(30.2	)%		(29.8	)%		(24.9	)%		(32.7	)%
Research and development			(40.1	)%		(39.8	)%		(35.6	)%		(30.9	)%		(33.0	)%		(34.0	)%		(30.6	)%		(23.6	)%		(24.2	)%
Other income (losses)			0.0	%		(1.2	)%		(1.3	)%		(0.9	)%		(1.8	)%		(1.1	)%		(0.2	)%		(0.9	)%		(0.7	)%
Income (loss) from operation			(48.1	)%		(48.9	)%		(29.1	)%		(6.7	)%		(23.0	)%		(14.9	)%		(6.9	)%		9.4	%		(3.0	)%
Financial result, net			(13.5	)%		(14.0	)%		(0.5	)%		5.9	%		3.4	%		0.2	%		2.1	%		0.6	%		(6.4	)%
Equity results			0.6	%		0.7	%		0.7	%		0.8	%		0.8	%		0.8	%		0.6	%		0.0	%		0.0	%
Income (loss) before income tax			(61.1	)%		(62.2	)%		(28.9	)%		0.1	%		(18.7	)%		(13.9	)%		(4.2	)%		10.0	%		(9.4	)%
Income tax			6.1	%		6.8	%		(0.9	)%		(0.8	)%		(0	)%		0.1	%		(0.5	)%		(4.7	)%		4.8	%
Net income (loss) for the period			(55.0	)%		(55.4	)%		(29.8	)%		(0.7	)%		(18.8	)%		(13.8	)%		(4.7	)%		5.3	%		(4.7	)%

29

Table of Contents

The following table sets forth our Non-GAAP income (loss) from operations for each of the periods indicated:

		For the three months ended(unaudited)
		March31, 2022			June30, 2022			September30, 2022			December31, 2022			March31, 2023			June30, 2023			September30, 2023			December31, 2023				March31, 2024
Income (loss) from operation			(16.7	)		(18.9	)		(11.3	)		(3.0	)		(9.7	)		(7.1	)		(3.5	)		5.7				(1.6	)
Share-based compensation expense			2.5			0.9			4.8			4.6			5.1			4.7			4.6			5.3				4.1
Amortization and adjustment related to acquisitions			0.5			0.6			0.5			0.5			0.5			0.8			0.6			0.6				0.5
Non-GAAP Income (loss) from operation		****	(13.7	)	****	(17.5	)	****	(6.0	)	****	2.1		****	(4.1	)	****	(1.5	)	****	1.7		****	11.6			****	3.0

Components of our results of operations

The following is a summary of the principal line items comprising condensed consolidated interim income of profit and loss.

Total revenue

Our total revenue consists of (1) subscription and support revenue, arising from a multichannel cloud and SaaS-based platform focused on ecommerce; and (2) revenue from professional services and other, arising substantially from consulting services.

Subscription revenue

Subscription revenue consists of revenue derived from (1) a mix of transaction-based fees and fixed subscription fees, in each case derived from customers using our platform; (2) our SMB business; and (3) other business units that generate recurring revenue to us.

Transaction-based fees comprise (a) commission fees charged to customers based on a percentage of the GMV or a fee per order processed on our platform; and (b) commission fees charged to marketplace partners, payment providers, and any other services provided through our app store.

Fixed subscription fees comprise (a) yearly or multi-year upfront fees paid by merchants to reduce future variable fees; and (b) fixed monthly fee for using our platform in any given month. Fixed fees are paid to us at the beginning of the applicable subscription period, regardless of the length of the subscription period. As subscription fees are received in advance of providing the related services, we record deferred revenue on our consolidated balance sheet for the unearned revenue and recognize revenue ratably over the related subscription period.

Services revenue

Services revenue consists primarily of revenue derived from consulting services which are recognized over time during the period that services are performed. Services revenue accounted for 4.3% of our revenue for the three-month period ended March 31, 2024, compared to 6.0% in the same period of 2023.

Cost of revenue

Our total cost consists of (1) subscription cost; and (2) services cost.

Subscription cost of revenue

Subscription cost consists mainly of costs related to hosting and customer support costs. The hosting related costs include third-party providers, software related platform operating costs, and compensation for our infrastructure team. Support costs are mostly driven by personnel cost, and represent expenses related to the support we provide to our customers.

30

Table of Contents

Services cost of revenue

Services cost consist mainly of personnel costs and/or third-party expenses to provide the professional services advisory for a specific project of a customer project.

Operating expenses

Our operating expenses consist of general and administrative expenses, sales and marketing expenses, and research and development expenses.

General and administrative expenses consist primarily of (1) personnel-related expenses (including stock-based compensation) for our finance, support operation departments, legal and compliance teams; (2) corporate expenses; and (3) corporate overhead allocation. General and administrative expenses also include costs related to business acquisitions, legal and other professional services fees and depreciation and amortization.

Sales and marketing expenses consist primarily of (1) personnel-related expenses (including stock-based compensation) and commissions paid to the direct sales team, the success team, partnership sales team and sales enablement team; (2) travel-related expenses; (3) marketing and events expenses; (4) finder fee commissions; and (5) the allocation of corporate overhead. We plan to continue to incur sales and marketing expenses in the regions that we currently have a presence as well as in new regions over time in order to continue to enhance our brand awareness and our capabilities to attract new customers.

Research and development expenses consist primarily of (1) personnel-related expenses (including stock-based compensation) for product development, product management and product design; (2) software subscription costs related to the product; and (3) the allocation of corporate overhead. We expect to increase the research and development expenses to continue investing in product innovation, and in the development of new products.

Financial results

Financial results consist of financial income and financial expenses. Financial income consists of interest earned on bank deposits, foreign exchange gains, short-term investment gains and other financial income. Financial expense consists mostly of foreign exchange losses, short-term investment losses, losses from fair value of financial instruments, interest on lease liabilities and adjustment of hyperinflation in Argentina.

Income tax

Provision for income taxes consists primarily of income taxes, current and deferred, in certain foreign jurisdictions in which we conduct business. The current and deferred income taxes are calculated based on the tax laws enacted or substantively enacted at the end of the reporting period in the countries in which we operate and generate taxable income.

Currently we are running losses in most of our subsidiaries, and to that extent and considering the profitability expected in the foreseeable future, some operations have been booking the related tax losses as part of our deferred tax assets.

31

Table of Contents

Historical operations results

Comparison of results of operations for the three-months period ended March 31, 2024 and 2023

The following table sets forth our condensed consolidated interim income statements for the three-month period ended March 31, 2024 and 2023. The period-to-period comparison of financial results is not necessarily indicative of future results.

		Three months ended
(in US thousands)	March 31, 2024				March 31, 2023
Subscription revenue		50,362				39,762
Services revenue		2,286				2,520
Total revenue	****	52,648	****		****	42,282	****
Subscription cost (1)		(11,539	)			(10,400	)
Service cost (1)		(3,221	)			(4,166	)
Total cost	****	(14,760	)		****	(14,566	)
Gross profit	****	37,888	****		****	27,716	****
Operating expenses
General and administrative (1)		(9,172	)			(7,925	)
Sales and marketing (1)		(17,192	)			(14,782	)
Research and development (1)		(12,728	)			(13,959	)
Other losses		(386	)			(754	)
Loss from operations	****	(1,590	)		****	(9,704	)
Financial result, net	****	(3,394	)		****	1,456	****
Equity results		18				341
Loss before income tax	****	(4,966	)		****	(7,907	)
Total income tax		2,512				(21	)
Net loss for the period	****	(2,454	)		****	(7,928	)

All values are in US Dollars.

(1)	Includes stock-based compensation expenses as follows:
		Three months ended
---	---	---	---	---	---	---	---	---
(in US thousands)	March 31, 2024				March 31, 2023
Subscription cost		(43	)			(21	)
Service cost		(164	)			(145	)
General and administrative		(2,618	)			(1,714	)
Sales and marketing		(1,055	)			(1,319	)
Research and development		(242	)			(1,871	)
Total	****	(4,122	)		****	(5,070	)

All values are in US Dollars.

32

Table of Contents

Total revenue

The components of our total revenue during the three-month period ended on March 31, 2024 and 2023 were as follows:

		Three months ended
(in US thousands, except percentages)	March 31, 2024				March 31, 2023				Variation
Subscription revenue		50,362				39,762				26.7	%
Services revenue		2,286				2,520				(9.3	)%
Total revenue	****	52,648	****		****	42,282	****		****	24.5	%

All values are in US Dollars.

Total revenue for the three-month period ended March 31, 2024 was US$52.6 million, an increase of US$10.4 million, or 24.5% in US$ or 21.3% on an FX neutral basis, from US$42.3 million in the same period of 2023. The increase in total revenue was primarily driven by: an increase in GMV of 22.2% in US$ or 20.1% on an FX neutral basis to US$4.0 billion for the three-month period ended March 31, 2024, from US$3.3 billion in the same period of 2023, which also led to higher revenues from transaction-based fees as percentage of total subscription revenues and the expansion of our operations.

Total cost

The components of our total cost during the three-month period ended on March 31, 2024 and 2023 were as follows:

		Three months ended
(in US thousands, except percentages)	March 31, 2024				March 31, 2023				Variation
Subscription cost		(11,539	)			(10,400	)			11.0	%
Services cost		(3,221	)			(4,166	)			(22.7	)%
Total cost	****	(14,760	)		****	(14,566	)		****	1.3	%

All values are in US Dollars.

Total cost for the three-month period ended March 31, 2024 increased by US$0.2 million, or 1.3%, to US$14.8 million from US$14.6 million in the same period of 2023, mainly due to an increase in total cost of subscription by US$1.1 million, partially offset by a decrease in services cost by US$0.9 million.

Gross profit

As a result of the above, our gross profit increased by US$10.2 million, or 36.7% to US$37.9 million for the three-month period ended March 31, 2024 from US$27.7 million in the same period of 2023. As a percentage of our total revenue, our gross profit increased to 72.0% in the three-month period ended March 31, 2024 from 65.6% in the same period of 2023, mainly due to operational hosting cost efficiencies.

33

Table of Contents

Operating expenses

General and administrative

General and administrative expenses during the three-month period ended on March 31, 2024 and 2024 were as follows:

		Three months ended
(in US thousands, except percentages)	March 31, 2024			March 31, 2023			Variation
General and administrative		(9,172	)		(7,925	)		15.7	%
Percentage of total revenue		(17.4	)%		(18.7	)%		—

All values are in US Dollars.

Our general and administrative expenses increased by US$1.2 million, or 15.7%, to US$9.2 million for the three-month period ended March 31, 2024 from US$7.9 million in the same period of 2023, primarily due to the increase in expenses related to share-based compensation.

Sales and marketing

Sales and marketing expenses during the three—month period ended March 31, 2024 and 2023 were as follows:

		Three months ended
(in US thousands, except percentages)	March 31, 2024			March 31, 2023			Variation
Sales and marketing		(17,192	)		(14,782	)		16.3	%
Percentage of total revenue		(32.7	)%		(35.0	)%		—

All values are in US Dollars.

Our sales and marketing expenses increased by US$2.4 million, or 16.3%, to US$17.2 million for the three-month period ended March 31, 2024 from US$14.8 million in the same period of 2023, primarily due to the increase in marketing and events expenses that occurred in the first quarter of 2024.

Research and development

Research and development expenses during the three-month period ended on March 31, 2024 and 2023 were as follows:

		Three months ended
(in US thousands, except percentages)	March 31, 2024			March 31, 2023			Variation
Research and development		(12,728	)		(13,959	)		(8.8	)%
Percentage of total revenue		(24.2	)%		(33.0	)%		—

All values are in US Dollars.

Our research and development expenses decreased by US$1.2 million, or 8.8% to US$12.7 million for the three-month period ended March 31, 2024 from US$14.0 million in the same period of 2023, primarily due to the decrease in expenses related to share-based compensation.

34

Table of Contents

Financial results

The components of our financial results during the three-month period ended March 31, 2024 and 2023 were as follows:

		Three months ended
(in US thousands, except percentages)	March 31, 2024				March 31, 2023				Variation
Financial income		9,102				7,359				23.7	%
Financial expense		(12,496	)			(5,903	)			111.7	%
Financial result, net	****	(3,394	)		****	1,456	****		****	(333.1	)%

All values are in US Dollars.

Our financial result amounted to an expense of US$3.4 million for the three-month period ended March 31, 2024, compared to a revenue of US$1.5 million in the same period of 2023

Explanations for the variations in theabove referred period are set forth below:

Financial income

Financial income increased by US$1.7 million, or 23.7%, to US$9.1 million for the three-month period ended March 31, 2024 from US$7.4 million in the same period of 2023, mainly due to an increase in interest and dividends earned on bank deposits and financial investments to US$5.5 million in March 31, 2024 from US$1.8 million in March 31, 2023, which was partially offset by a decrease in short and long-term investments gains to US$2.6 million in March 31, 2024 from US$4.3 million in March 31, 2023.

Financial expense

Financial expense increased by US$6.6 million, or 111.7%, to US$12.5 million for the three-month period ended March 31, 2024 from US$5.9 million in the same period of 2023, mainly due to (1) an increase in adjustment of hyperinflation to US$4.0 million in March 31, 2024 from US$1.4 million in March 31, 2023, (2) an increase in foreign exchange losses to US$5.4 in March 31, 2024 from US$2.9 million in March 31, 2023 and; (3) an increase in losses from fair value of derivative financial instruments to US$1.6 million in March 31, 2024 from US$0.3 million in March 31, 2023.

The following tables show the unrealized gain and loss position recorded in our Balance Sheet as at March 31, 2024 and December 31, 2023:

		As at March 31, 2024
		(unaudited)
		Amortized cost			Gross<br>unrealized gain			Gross<br>unrealized loss			Fair value
Short and long-term investments			120,206			2,444			—			122,650
		As at December 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---
		(unaudited)
		Amortized cost			Gross<br>unrealized gain			Gross<br>unrealized loss				Fair value
Short and long-term investments			90,249			5,052			(8	)			95,293

35

Table of Contents

Net loss for the period

As a result of the above, our net loss amounted to US$2.5 million for the three-month ended March 31, 2024, compared to US$7.9 million in the same period of 2023.

Condensed consolidated interim statements of cash flows

The following table sets forth certain condensed consolidated interim cash flow information for the periods indicated:

		For the three months ended
(in US thousands)	March31, 2024				March31, 2023
Net cash provided by (used in) operating activities		2,639				(4,858	)
Net cash provided by (used in) investing activities		(11,973	)			8,045
Net cash used in financing activities		(836	)			(5,896	)
Net decrease in cash and cash equivalents		(10,170	)			(2,709	)

All values are in US Dollars.

Net cash provided by (used in) operating activities

For the three-months ended March 31, 2024, net cash provided by operating activities amounted to US$2.6 million, from net cash used in operating activities of US$4.9 million in the same period of 2023, primarily as a result of:

•	(1) a decrease in net loss of the period to US$2.5 million for the three-month period ended March 31,<br>2024, compared to a net loss of US$7.9 in the same period of 2023.
•	(2) adjustments of hyperinflation in the amount of US$4.0 million for the three-month period ended<br>March 31, 2024, compared to adjustments of US$1.4 million in the same period of 2023.
---	---
•	(3) working capital adjustments which consisted mainly of a decrease in accounts payable in the amount of<br>US$1.3 million for the three-month period ended March 31, 2024, compared to a decrease of US$4.2 million in the same period of 2023. This was partially offset by an increase in trade receivables in the amount of US$3.7 million<br>for the three-month period ended March 31, 2024, compared to an increase of US$0.1 million in the same period of 2023.
---	---

Net cash provided by (used in) investing activities

For the three-month period ended March 31, 2024, net cash used in investing activities amounted to US$12.0 million from a net cash provided by investing activities of US$8.0 million in the same period of 2023, primarily as a result of an increase in the purchase of short-term investments to US$64.1 million for the three-month period ended March 31, 2024, from US$4.0 million in the same period of 2023. This was partially offset by the increase in the redemption of short-term investments to US$54.2 million for the three-month period ended March 31, 2024, from US$11.9 million in the same period of 2023.

Net cash used in financing activities

For the three-month period ended March 31, 2024, net cash used in financial activities decreased by US$5.1 million to US$0.8 million, from US$5.9 million in the same period of 2023, primarily as a result of the decrease of buyback of shares to nil for the three-month period ended March 31, 2024, from US$5.3 million in the same period of 2023.

36

Table of Contents

Capital expenditures

Our capital expenditures, consisting of purchase of property and equipment and intangible assets, for the three-month period ended March 31, 2024 and 2023, amounted to US$0.7 million and US$0.1 million, respectively, representing 1.4% and 0.3% of our total revenue for the three-month periods ended March 31, 2024 and 2023, respectively.

We expect to meet our capital expenditure needs for at least the next 12 months from our net cash provided by operating activities and our existing cash and cash equivalents.

Off-balance sheet arrangements

As of March 31, 2024, we did not have any off-balance sheet arrangements.

Quantitative and qualitative disclosures about market risk

We are exposed to market risks in the ordinary course of our business, including the effects of foreign currency fluctuations, derivative financial instruments, credit risk and liquidity risk. Information relating to quantitative and qualitative disclosures about these market risks is described below:

Interest rate risk

The interest risk arises from the possibility of us incurring losses due to fluctuations in interest rates in respect of fair value of future cash flows of a financial instrument.

Our investments are made for capital preservation purposes and we do not enter into investments for trading or speculative purposes. Our trade receivables, accounts payable and other liabilities do not bear interest.

Our cash, cash equivalents, and short-term investments consist primarily of interest-bearing accounts held by our parent company in USD. Such interest-earning instruments carry a degree of interest rate risk. To minimize interest rate risk, we intend to maintain our portfolio of cash equivalents in a variety of investment-grade securities, which may include commercial papers, money market funds, and government and nongovernment debt securities. Because of the short-term maturities of our cash, cash equivalents, and short-term investments, as of March 31, 2024, we are not materially exposed to the risk of changes in market interest rates.

Foreign currency exchange risk

We have significant operations internationally that are denominated in foreign currencies. Our exposure to foreign exchange risk is primarily related to fluctuations between the U.S. Dollar and the currency of Latin American countries in which we operate (primarily the Brazilian real, Argentine peso, Colombian peso and Chilean peso). We transact business in various foreign currencies and have significant international revenues and costs. Our cash flows, results of operations and some of our intercompany balances are exposed to foreign exchange rate fluctuations that may differ materially from expectations. We may record significant gains or losses due to foreign currency fluctuations and related hedging activities.

Our subsidiaries determine their functional currency based on the currency that mostly impacts their economic environment. As a result, they generate revenues and incur expenses in currencies other than the Group’s presentation currency. As of the three-month period ended March 31, 2024 and in the year ended December 31, 2023, 20.1% and 20.3% of our revenues were denominated in, or linked to, U.S. dollars, respectively. As of March 31, 2024 and in the year ended December 31, 2023, our assets were represented by 62.0% and 61.3% in U.S. dollars, 38.0% and 38.7% in other currencies. As of March 31, 2024 and in the year ended December 31, 2023, our liabilities, excluding our total shareholders’ equity, were represented by 9.2% and 11.7% in U.S. dollars, 90.8% and 88.3% in other currencies.

37

Table of Contents

We are exposed to foreign exchange fluctuations on the revaluation of foreign currency assets and liabilities. We use foreign exchange derivative products to hedge the risk of currency devaluation and hyper-inflation. By their nature, derivative financial instruments involve risk, including the credit risk of non-performance by counterparties. We use derivatives for hedging purposes and not as speculative investments.

38

Table of Contents

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 07, 2024

VTEX
By:	/s/ Ricardo Camatta Sodre
Name:	Ricardo Camatta Sodre
Title:	Chief Financial Officer

39