6-K
Vtex (VTEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026.
Commission File Number 001-40626
VTEX
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
Harbour Place, 103 South Church Street
Grand Cayman, KY1-1002
Cayman Islands
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Table of Contents
| PART I - FINANCIAL INFORMATION | 3 |
|---|---|
| Item 1 - Financial Statements | 3 |
| Condensed consolidated interim balance sheets | 4 |
| Condensed consolidated interim statements of operations | 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 financial statements | 9 |
| Item 2 – Management’s discussion and analysis of financial condition and results of operations | 31 |
| PART II - OTHER INFORMATION | 52 |
| Item 1 - Signatures | 52 |
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VTEX
Condensed consolidated interim balance sheets
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | 15,744 | 18,673 |
| Marketable securities | 176,357 | 196,135 |
| Trade receivables | 61,601 | 52,519 |
| Recoverable taxes | 6,716 | 10,327 |
| Deferred commissions | 2,021 | 1,671 |
| Prepaid expenses and other current assets | 5,066 | 5,265 |
| Total current assets | 267,505 | 284,590 |
| Non-current assets | ||
| Equity investments | 9,649 | 9,649 |
| Trade receivables | 6,218 | 11,384 |
| Deferred tax assets | 11,765 | 13,968 |
| Recoverable taxes | 5,050 | 1,364 |
| Deferred commissions | 5,025 | 4,852 |
| Prepaid expenses and other non-current assets | 1,151 | 1,119 |
| Right-of-use assets | 2,751 | 3,220 |
| Property and equipment, net | 3,245 | 2,970 |
| Intangible assets, net | 7,949 | 6,822 |
| Goodwill | 26,324 | 22,168 |
| Total non-current assets | 79,127 | 77,516 |
| Total assets | 346,632 | 362,106 |
The above condensed consolidated interim balance sheets should be read in conjunction with the accompanying notes.
4
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VTEX
Condensed consolidated interim balance sheets
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| LIABILITIES | ||
| Current liabilities | ||
| Accounts payable and accrued expenses | 36,216 | 36,003 |
| Taxes payable | 7,263 | 7,863 |
| Lease liabilities | 1,635 | 1,617 |
| Deferred revenue | 37,931 | 32,521 |
| Accounts payable from acquisition of subsidiaries | - | 29 |
| Other current liabilities | 4,918 | 1,989 |
| Total current liabilities | 87,963 | 80,022 |
| Non-current liabilities | ||
| Accounts payable and accrued expenses | 3,602 | 1,754 |
| Taxes payable | 161 | 160 |
| Lease liabilities | 1,249 | 1,695 |
| Accounts payable from acquisition of subsidiaries | 1,449 | 943 |
| Deferred revenue | 17,743 | 22,217 |
| Deferred tax liabilities | 589 | 808 |
| Other non-current liabilities | 317 | 361 |
| Total non-current liabilities | 25,110 | 27,938 |
| Commitments and contingencies | ||
| EQUITY | ||
| Common stock: $0.0001 par value, 2,100,000,000 shares<br><br>authorized Class A: 92,576,749 and 103,947,244 issued;<br><br>92,576,749 and 103,874,660 outstanding. Class B:<br><br>80,416,730 and 80,866,730 issued and outstanding | 17 | 18 |
| Additional paid-in capital | 321,976 | 365,933 |
| Accumulated other comprehensive income (loss) | 1,307 | (2,023) |
| Accumulated losses | (89,804) | (109,814) |
| Equity attributable to VTEX’s shareholders | 233,496 | 254,114 |
| Non-controlling interests | 63 | 32 |
| Total shareholders’ equity | 233,559 | 254,146 |
| Total liabilities and equity | 346,632 | 362,106 |
The above condensed consolidated interim balance sheets should be read in conjunction with the accompanying notes.
5
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VTEX
Condensed consolidated interim statements of operations
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
| Three months ended<br><br>(unaudited) | Twelve months ended | |||
|---|---|---|---|---|
| December 31,<br><br>2025 | December 31,<br><br>2024 | December 31,<br><br>2025 | December 31,<br><br>2024 | |
| Subscription revenue | 66,687 | 59,442 | 234,915 | 217,658 |
| Services revenue | 1,267 | 2,062 | 5,602 | 9,003 |
| Total revenue | 67,954 | 61,504 | 240,517 | 226,661 |
| Subscription cost | (12,143) | (12,374) | (46,387) | (47,471) |
| Services cost | (1,814) | (3,268) | (7,794) | (12,234) |
| Total cost | (13,957) | (15,642) | (54,181) | (59,705) |
| Gross profit | 53,997 | 45,862 | 186,336 | 166,956 |
| Operating expenses | ||||
| General and administrative | (7,798) | (7,722) | (33,996) | (34,284) |
| Sales and marketing | (17,655) | (17,459) | (68,644) | (68,598) |
| Research and development | (16,882) | (13,398) | (63,891) | (55,412) |
| Other losses | (439) | (552) | (1,697) | (1,276) |
| Income from operations | 11,223 | 6,731 | 18,108 | 7,386 |
| Other income (expense), net | (359) | 1,189 | 4,373 | 5,884 |
| Income before income tax | 10,864 | 7,920 | 22,481 | 13,270 |
| Total income tax | (1,045) | (1,164) | (2,453) | 2,540 |
| Net income for the period | 9,819 | 6,756 | 20,028 | 15,810 |
| Less: net income (loss) attributable to non-<br><br>controlling interest | 12 | 19 | 18 | (8) |
| Net income attributable to controlling<br><br>shareholders | 9,807 | 6,737 | 20,010 | 15,818 |
| Earnings per share | ||||
| Basic earnings per share | 0.056 | 0.036 | 0.111 | 0.085 |
| Diluted earnings per share | 0.054 | 0.035 | 0.108 | 0.082 |
The above condensed consolidated interim statements of operations should be read in conjunction with the accompanying notes
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VTEX
Condensed consolidated interim statements of changes in shareholders’ equity
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
| Common Stock | ||||||||
|---|---|---|---|---|---|---|---|---|
| Shares | Issued capital | Additional <br>paid-in capital | Accumulated other comprehensive income | Accumulated losses | Equity attributable to<br>VTEX’s shareholders | Non-<br>controlling interests | Total<br>shareholders’<br>equity | |
| At January 1, 2023 | 188,992,529 | 19 | 381,222 | 1,204 | (109,784) | 272,661 | 15 | 272,676 |
| Net loss for the year | - | - | - | - | (15,848) | (15,848) | (10) | (15,858) |
| Other comprehensive income | - | - | - | 2,022 | - | 2,022 | - | 2,022 |
| Exercise of stock options | 920,945 | - | 1,031 | - | - | 1,031 | - | 1,031 |
| Share repurchase program | - | - | (35,243) | - | - | (35,243) | - | (35,243) |
| Share-based compensation | 1,583,558 | - | 14,072 | - | - | 14,072 | - | 14,072 |
| Cancellation of shares | (7,470,024) | (1) | - | - | - | (1) | - | (1) |
| Transactions with non-controlling interests | - | - | - | - | - | - | 19 | 19 |
| At December 31, 2023 | 184,027,008 | 18 | 361,082 | 3,226 | (125,632) | 238,694 | 24 | 238,718 |
| At January 1, 2024 | 184,027,008 | 18 | 361,082 | 3,226 | (125,632) | 238,694 | 24 | 238,718 |
| Net income for the year | - | - | - | - | 15,818 | 15,818 | (8) | 15,810 |
| Other comprehensive loss | - | - | - | (5,249) | - | (5,249) | - | (5,249) |
| Exercise of stock options | 1,163,550 | - | 3,898 | - | - | 3,898 | - | 3,898 |
| Share repurchase program | - | - | (11,202) | - | - | (11,202) | - | (11,202) |
| Share-based compensation | 1,457,415 | - | 12,155 | - | - | 12,155 | - | 12,155 |
| Cancellation of shares | (1,833,999) | - | - | - | - | - | - | - |
| Transactions with non-controlling interests | - | - | - | - | - | - | 16 | 16 |
| At December 31, 2024 | 184,813,974 | 18 | 365,933 | (2,023) | (109,814) | 254,114 | 32 | 254,146 |
| At January 1, 2025 | 184,813,974 | 18 | 365,933 | (2,023) | (109,814) | 254,114 | 32 | 254,146 |
| Net income for the year | - | - | - | - | 20,010 | 20,010 | 18 | 20,028 |
| Other comprehensive income | - | - | - | 3,330 | - | 3,330 | - | 3,330 |
| Exercise of stock options | 110,619 | - | 232 | - | - | 232 | - | 232 |
| Share repurchase program | - | - | (59,108) | - | - | (59,108) | - | (59,108) |
| Share-based compensation | 1,277,195 | - | 15,083 | - | - | 15,083 | - | 15,083 |
| Cancellation of shares | (13,208,309) | (1) | - | - | - | (1) | - | (1) |
| Transactions with non-controlling interests | - | - | (164) | - | - | (164) | 13 | (151) |
| At December 31, 2025 | 172,993,479 | 17 | 321,976 | 1,307 | (89,804) | 233,496 | 63 | 233,559 |
The above condensed consolidated interim statements of changes in shareholders’ equity should be read in conjunction with the accompanying notes
7
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VTEX
Condensed consolidated interim statements of cash flows
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
| December 31, 2025 | December 31, 2024 | December 31, 2023 | |
|---|---|---|---|
| Net income (loss) for the year | 20,028 | 15,810 | (15,858) |
| Adjustments for: | |||
| Depreciation and amortization | 3,264 | 3,233 | 3,961 |
| Deferred income tax | 2,723 | (3,954) | (1,656) |
| Loss on disposal of rights of use, property, equipment, and intangible assets | 7 | 120 | 889 |
| Expected credit losses from trade receivables | 1,171 | 1,082 | 1,472 |
| Share-based compensation | 17,225 | 16,885 | 15,582 |
| Gain on investments and other financial instruments, net | (14,817) | (15,493) | (32,442) |
| Others and foreign exchange, net | 8,938 | 9,429 | 28,643 |
| Change in operating assets and liabilities | |||
| Trade receivables | 446 | (21,680) | (7,807) |
| Recoverable taxes | 52 | (2,845) | (1,766) |
| Prepaid expenses and other assets | 1,138 | 13 | 2,229 |
| Accounts payable and accrued expenses | (1,633) | 2,712 | 3,429 |
| Operating leases | (1,700) | (1,981) | (2,144) |
| Taxes payable | (1,243) | 1,021 | 3,597 |
| Deferred revenue | (4,236) | 20,792 | 5,531 |
| Other liabilities | 2,004 | 820 | 1,748 |
| Net cash provided by operating activities | 33,367 | 25,964 | 5,408 |
| Cash flows from investing activities | |||
| Proceeds from disposal of joint venture | - | 1,026 | - |
| Purchase of marketable securities and equity investments | (204,381) | (133,671) | (135,442) |
| Sales and maturities of marketable securities and equity investments | 233,024 | 120,915 | 171,200 |
| Acquisition of subsidiaries net of cash acquired | (3,693) | (2,920) | - |
| Acquisitions of property and equipment | (1,039) | (2,069) | (477) |
| Derivative financial instruments | 891 | (3,987) | (105) |
| Net cash provided by (used in) investing activities | 24,802 | (20,706) | 35,176 |
| Cash flows from financing activities | |||
| Proceeds from the exercise of stock options | 232 | 3,898 | 1,031 |
| Net-settlement of share-based payment | (2,501) | (4,675) | (2,488) |
| Buyback of shares | (59,108) | (11,202) | (35,243) |
| Acquisition of subsidiary noncontrolling interest | (164) | - | - |
| Payment of loans and financing | (47) | (71) | (1,238) |
| Net cash used in financing activities | (61,588) | (12,050) | (37,938) |
| Net increase (decrease) in cash, cash equivalents and restricted cash | (3,419) | (6,792) | 2,646 |
| Cash, cash equivalents and restricted cash, beginning of the year | 18,673 | 28,035 | 26,002 |
| Effect of exchange rate changes | 490 | (2,570) | (613) |
| Cash, cash equivalents and restricted cash, end of the year | 15,744 | 18,673 | 28,035 |
| Supplemental cash flow information: | |||
| Cash (paid) refunded for income taxes | 104 | (1,919) | 82 |
| Cash paid for interest | (5) | ||
| Non-cash transactions: | |||
| Lease liabilities arising from obtaining right-of-use assets and remeasurement | 938 | 1,530 | (251) |
| Unpaid amount related to business combinations | 475 | 972 | - |
| Unpaid amount related to intangible assets acquisitions | 1,608 | - | - |
| Transactions with non-controlling interests | 12 | 16 | 19 |
The above condensed consolidated interim statements of cash flows should be read in conjunction with the accompanying notes.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Nature of business
VTEX (the “Group” or the “Company”) and its subsidiaries, provides a software-as-a-service digital commerce platform tailored for enterprise brands and retailers. The VTEX platform is designed to be composable and complete, enabling our customers to seamlessly implement, optimize, test, and expand both B2C and B2B digital experiences. Fueled by native solutions and a plug-and-play ecosystem, the platform integrates commerce, marketplace, fulfillment channels, and OMS solutions into a unified framework. This integration empowers VTEX's customers to leverage omnichannel capabilities and formulate innovative strategies for customer engagement, connecting seamlessly across all sales channels. The platform's flexible and low-maintenance nature aims to optimize customers' IT investments, ensuring agility and fostering profit growth, competitive time-to-market, and sustainable evolution and scalability.
The Company's shares, under the symbol “VTEX”, are listed on the New York Stock Exchange (“NYSE”).
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Basis of presentation and consolidation
The accompanying consolidated financial statements and notes thereto, including all prior periods presented, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding financial reporting. The consolidated financial statements are presented in thousands of United States dollars (“USD”), except as otherwise indicated.
The consolidated financial statements include the accounts of the Company and its controlled subsidiaries, including, but not limited to, VTEX ("VTEX"), incorporated in the Cayman Islands; VTEX Argentina S.A. ("VTEX ARG"), incorporated in Argentina; VTEX Brasil Tecnologia para E-commerce LTDA. ("VTEX Brazil"), incorporated in Brazil; VTEX Ecommerce Platform Limited ("VTEX UK"), incorporated in the United Kingdom; VTEX Commerce Cloud Solutions LLC ("VTEX USA"), incorporated in the United States; and other entities in Europe and Latin America. All intercompany accounts and transactions have been eliminated in consolidation. The accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.
All relevant information for the interim financial statements, and only this information, are presented and consistent to those used by the Company's Management. The interim financial statements have been prepared to update users on the relevant events and transactions that occurred in the period.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Significant accounting policies
Management has made judgments and estimates that affect the application of the Company’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 reasonable under the circumstances. Revisions to estimates are recognized prospectively.
In preparing these condensed consolidated interim financial statements, the significant judgments and estimates made by management in applying the Company’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, 2025 and no retrospective adjustments were made.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Business combinations
- Acquisition of Weni
On August 29, 2024, VTEX acquired 100% of the shares of Weni, a privately held company specializing in communication automation solutions and chatbots, to enhance its customer engagement and operational automation capabilities. The purchase price includes an initial cash consideration of US$3,016, paid upon closing, as well as a long-term fixed installment of US$972 with payments extending through 2029. Weni was merged into VTEX Brazil in January 2025.
The acquisition agreement features potential additional payment based on the achievement of specific performance targets and the continued employment of key executives until December 2027. As these additional payments fall outside the scope of the business combination, they are recognized as employee benefit expenses in statements of operations over the applicable service period.
Revenue contribution
If the acquisition had taken place on January 1, 2024, Weni would have contributed revenues of US$3,040 and net profit of US$423 to the Company in 2024. These unaudited proforma results reflect Weni's historical performance and do not account for changes to its operations following the acquisition.
- Acquisition of Newtail
On January 9, 2025, VTEX acquired 100% of the shares of Newtail Serviços de Tecnologia LTDA (“Newtail”), a privately held company specializing in the retail media business. The acquisition is expected to expand the Group's retail media solutions. The purchase price includes an initial cash consideration of US$3,694, paid upon closing, as well as a long-term fixed installment of US$306 with payments extending through 2030. The Group merged Newtail into VTEX Brazil in July 2025.
Revenue contribution
Newtail contributed revenues of US$722 and a net profit of US$142 to the Company in the six-month period ended June 30, 2025. On July 1, 2025, the acquired business was merged into VTEX. Following the merger and the integration of systems and operations effective July 1, 2025, it is impracticable to reasonably determine the revenues and earnings attributable solely to the acquired business for periods after June 30, 2025.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Financial Instruments
The Company measures financial instruments based on quoted prices in active markets (Level 1), inputs from similar instruments such as quoted prices or other directly or indirectly observable market data (Level 2), or where little or no market activity exists, using unobservable inputs that require judgment or estimation (Level 3).
The following tables present the costs, net unrealized gain (losses), and fair value by major security type for our investments:
| As of December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Cost or Amortized Cost | Unrealized gains | Unrealized losses | Aggregate fair value | Cash <br>and cash equivalents | Marketable securities | |
| Cash | 9,651 | - | - | 9,651 | 9,651 | - |
| Level 1: | ||||||
| Money market | 6,093 | - | - | 6,093 | 6,093 | - |
| Mutual funds | 152,140 | - | - | 152,140 | - | 152,140 |
| Time deposits | 15,932 | 2 | - | 15,934 | - | 15,934 |
| Foreign Government bonds | 8,283 | - | (523) | 7,760 | - | 8,283 |
| Subtotal | 182,448 | 2 | (523) | 181,927 | 6,093 | 176,357 |
| Total | 192,099 | 2 | (523) | 191,578 | 15,744 | 176,357 |
| As of December 31, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Cost or Amortized Cost | Unrealized gains | Unrealized losses | Aggregate fair value | Cash and cash equivalents | Marketable securities | |
| Cash | 13,750 | - | - | 13,750 | 13,750 | - |
| Level 1: | ||||||
| Money market | 4,923 | - | - | 4,923 | 4,923 | - |
| Mutual funds | 128,451 | - | - | 128,451 | - | 128,451 |
| US Treasuries | 25,198 | - | (28) | 25,170 | - | 25,170 |
| Time deposits | 8,132 | 2 | - | 8,134 | - | 8,134 |
| Discretionary investment portfolio | 22,959 | - | - | 22,959 | - | 22,959 |
| Foreign Government bonds | 11,981 | - | (2,352) | 9,629 | - | 11,421 |
| Subtotal | 201,644 | 2 | (2,380) | 199,266 | 4,923 | 196,135 |
| Total | 215,394 | 2 | (2,380) | 213,016 | 18,673 | 196,135 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
Investments by Contractual Maturity
As of December 31, 2025, the estimated fair values of our investments, categorized by contractual maturity, are as follows:
| Amortized <br>Cost | Aggregate | |
|---|---|---|
| Fair Value | ||
| Within 1 year | 12,538 | 12,218 |
| After 1 year through 5 years | 11,676 | 11,475 |
| Securities with no defined maturity | 158,234 | 158,234 |
| 182,448 | 181,927 |
Equity Investments without Readily Determinable Fair Values
VTEX holds strategic investments in privately held equity securities of unquoted companies. Adjustments related to equity and other investments without readily determinable fair values for the years ended December 31, 2025 and 2024 were as follows:
| 2025 | 2024 | |
|---|---|---|
| Opening balance on January 1 | 9,649 | 2,000 |
| Adjustments related to equity and other investments without readily determinable fair values: | ||
| Additions | - | 6,024 |
| Unrealized gains (i) | - | 1,625 |
| Closing balance on December 31 | 9,649 | 9,649 |
- During the year ended December 31, 2024, the Company identified an observable price change resulting in the remeasurement of an equity security of a privately held company at fair value on a non-recurring basis. The observable change was based on a valuation conducted as part of an investment round, utilizing inputs such as revenue growth and through market past transaction multiples technique (level 3). As a result of the remeasurement, the Company recognized unrealized gains of US$1,625, which were presented within "Other income, net" in the consolidated statement of operations.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Trade receivables
Trade receivables are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Trade receivables | 68,933 | 64,855 |
| Expected credit losses | (1,114) | (952) |
| Total trade receivables | 67,819 | 63,903 |
| Current | 61,601 | 52,519 |
| Non-current | 6,218 | 11,384 |
The changes in expected credit losses for trade receivables are as follows:
| 2025 | 2024 | |
|---|---|---|
| Opening balance on January 1 | (952) | (909) |
| Addition, net | (1,171) | (1,082) |
| Addition from acquisition of subsidiaries | (16) | (31) |
| Write-off | 1,131 | 912 |
| Exchange differences | (106) | 158 |
| Closing balance on December 31 | (1,114) | (952) |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Income Taxes
Income tax expenses were as follows:
| Three months ended<br><br>(unaudited) | Twelve months ended | |||
|---|---|---|---|---|
| December<br><br>31, 2025 | December<br><br>31, 2024 | December<br><br>31, 2025 | December<br><br>31, 2024 | |
| Current tax | ||||
| Current tax on profits for the year | 208 | (1,331) | 270 | (1,414) |
| 208 | (1,331) | 270 | (1,414) | |
| Deferred income tax | ||||
| Decrease (increase) in deferred tax | (1,253) | 167 | (2,723) | 3,954 |
| (1,253) | 167 | (2,723) | 3,954 | |
| Total income tax | (1,045) | (1,164) | (2,453) | 2,540 |
The composition of deferred income tax assets and liabilities as of December 31, 2025 and December 31, 2024 were as follows:
| December<br>31, 2025 | December 31, 2024 | |
|---|---|---|
| Deferred tax assets | ||
| Allowance for expected credit loss | 392 | 343 |
| Bonus provision | 253 | 1,424 |
| Share-based compensation (i) | 1,704 | 521 |
| Deferred revenue | 2,330 | 2,644 |
| Research and development expenditures | 1,442 | 1,728 |
| Tax loss (ii) | 43,746 | 42,251 |
| Others (iii) | 3,810 | 4,134 |
| Total deferred tax assets, before valuation allowance | 53,677 | 53,045 |
| Valuation allowance | (39,347) | (37,406) |
| Total deferred tax assets | 14,330 | 15,639 |
| December<br>31, 2025 | December 31, 2024 | |
| --- | --- | --- |
| Deferred tax liabilities | ||
| Acquisition of subsidiaries | 3,155 | 852 |
| Temporary differences | - | 1,626 |
| Others | - | - |
| Total deferred tax liabilities | 3,155 | 2,478 |
| Total deferred tax assets, net | 11,765 | 13,968 |
| Total deferred tax liabilities, net | 589 | 808 |
- Mainly related to RSU amounts that are treated as temporary differences until the instrument is vested.
- Tax losses are mainly a result of the current investment position of operations in Brazil, United Kingdom and United States. In Brazil, tax losses are not subject to statute of limitations but ought to be used observing the limits established by the local tax legislation. The amounts recorded in Brazil are expected to be offset in the foreseeable future. There is not enough positive evidence of recoverability for tax loss carryforwards in VTEX UK and VTEX US, therefore, a valuation allowance for the full amount in these entities was recorded. As of December 31, 2025, these tax losses have not expired.
- Most of the amounts appointed as others in the deferred tax assets reconciliation correspond to temporary differences mainly arising from operations carried out in Argentina and Brazil. It refers to provision for payment of suppliers, sales commission, unrealized foreign exchange variation and minor items whose deductibility timing differs from accounting rules as determined by local tax laws.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Leases
The balance sheet shows the following amounts related to leases:
| December <br>31, 2025 | December <br>31, 2024 | |
|---|---|---|
| Right-of-use assets | ||
| Office buildings | 2,751 | 3,220 |
| Total | 2,751 | 3,220 |
| December <br>31, 2025 | December <br>31, 2024 | |
| --- | --- | --- |
| Lease liabilities | ||
| Current | 1,635 | 1,617 |
| Non-current | 1,249 | 1,695 |
| Total | 2,884 | 3,312 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Property and equipment, net
Details of the Group’s property and equipment balances are presented below:
| December <br>31, 2025 | December <br>31, 2024 | |
|---|---|---|
| Leasehold improvements | 2,709 | 2,039 |
| Machinery and equipment | 53 | 34 |
| Furniture and fixture | 626 | 505 |
| Computer and peripherals | 5,216 | 4,199 |
| Accumulated depreciation | (5,359) | (3,807) |
| Property and equipment, net | 3,245 | 2,970 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Intangible assets, net
Details of the Group’s intangible assets balance are presented below:
| December <br>31, 2025 | December <br>31, 2024 | |
|---|---|---|
| Developed technology | 5,727 | 3,929 |
| Trademark | 210 | 186 |
| Intellectual property | 2,666 | 2,351 |
| Customer relationship | 10,401 | 10,028 |
| Others | 1,922 | 444 |
| Accumulated amortization | (12,977) | (10,116) |
| Intangible assets, net | 7,949 | 6,822 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Accounts payable and accrued expenses
The breakdown of accounts payable and accrued expenses is as follows:
| December <br>31, 2025 | December <br>31, 2024 | |
|---|---|---|
| Trade payables | 17,773 | 15,840 |
| Social charges | 4,522 | 4,417 |
| Profit-sharing and sales commission | 9,373 | 10,643 |
| Provision for vacation and benefits | 5,360 | 6,377 |
| Others | 2,790 | 480 |
| Total | 39,818 | 37,757 |
| Current | 36,216 | 36,003 |
| Non-current | 3,602 | 1,754 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Taxes payable
The breakdown of taxes payable is as follows:
| December <br>31, 2025 | December 31, 2024 | |
|---|---|---|
| Income tax payable | 369 | 1,411 |
| Other taxes payable | 7,055 | 6,612 |
| Total | 7,424 | 8,023 |
| Current | 7,263 | 7,863 |
| Non-current | 161 | 160 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Contingencies
The Company is party to civil, labor and tax lawsuits involving loss risks. Loss contingencies resulting from lawsuits are estimated and updated by the Company, based on the evaluation of its legal advisors.
The breakdown of existing loss contingencies of the Company which are recognized as a liability, is as follows:
| December <br>31, 2025 | December <br>31, 2024 | |
|---|---|---|
| Civil | 48 | 56 |
| Labor | 3 | 14 |
| Tax | 216 | 182 |
| Total | 267 | 252 |
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:
| December <br>31, 2025 | December <br>31, 2024 | |
|---|---|---|
| Civil | 459 | 135 |
| Labor | 930 | 156 |
| Tax | 1,241 | 1,011 |
| Total | 2,630 | 1,302 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- 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 is as follows:
| Three months ended<br><br>(unaudited) | Twelve months ended | |||
|---|---|---|---|---|
| December<br><br>31, 2025 | December<br><br>31, 2024 | December<br><br>31, 2025 | December<br><br>31, 2024 | |
| Subscriptions | 73,248 | 65,791 | 257,745 | 239,747 |
| Taxes on subscriptions | (6,561) | (6,349) | (22,830) | (22,089) |
| Subscription revenue | 66,687 | 59,442 | 234,915 | 217,658 |
| Services provided | 1,346 | 2,224 | 5,971 | 9,541 |
| Taxes on services | (79) | (162) | (369) | (538) |
| Services revenue | 1,267 | 2,062 | 5,602 | 9,003 |
| Total revenue | 67,954 | 61,504 | 240,517 | 226,661 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- 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 period.
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 three and twelve-month periods ended December 31, 2025 and 2024:
| Three months ended | Twelve months ended | |||
|---|---|---|---|---|
| December<br>31, 2025 | December 31, 2024 | December<br>31, 2025 | December 31, 2024 | |
| Numerator: | ||||
| Net income attributable to the stockholders of the Group | 9,807 | 6,737 | 20,010 | 15,818 |
| Denominator: | ||||
| Basic weighted average number of shares outstanding | 173,947 | 185,774 | 179,623 | 185,044 |
| Weighted average effect of dilutive securities: | ||||
| Stock options | 1,128 | 2,821 | 1,442 | 3,721 |
| Restricted share units | 4,930 | 3,664 | 4,044 | 3,569 |
| Diluted weighted average number of shares | 180,005 | 192,259 | 185,109 | 192,334 |
| Earnings per share: | ||||
| Basic | 0.056 | 0.036 | 0.111 | 0.085 |
| Diluted | 0.054 | 0.035 | 0.108 | 0.082 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Share-based compensation
- Share-based compensation: VTEX
VTEX provides share-based compensation to selected directors and employees as a stock-option plan.
Both stock options and RSU instruments are exercisable as long as the director or employee fulfills the worked periods after the options are granted.
Set out below are summaries of options granted under the plans:
| Number of<br><br>options<br><br>(thousands) | Weighted<br><br>average<br><br>exercise price | Remaining<br><br>contractual<br><br>terms in years | Weighted<br><br>average grant<br><br>date fair value | |
|---|---|---|---|---|
| At January 1, 2025 | 9,115 | 4.55 | 3.02 | 1.74 |
| Granted | 1,212 | 4.56 | - | 1.91 |
| Forfeit | (95) | 9.19 | - | 4.19 |
| Exercised (i) | (113) | 2.05 | - | 0.72 |
| At December 31, 2025 | 10,119 | 4.55 | 2.35 | 1.75 |
| Stock options exercisable as of<br><br>December 31, 2025 | 6,889 | 4.42 | 1.78 | 1.45 |
- The number of stock options withheld for tax purposes was 3 thousand 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;
- 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 weighted average inputs used in the year ended December 31, 2025:
- Target Asset Price – US$ 4.56 per share (December 31, 2024 – US$ 6.82 per share)
- Risk-Free Interest Rate – 3.62% (December 31, 2024 – 4.20%)
- Volatility – 52.79% (December 31, 2024 – 55.83%)
- Expected dividend: None
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
The following table summarizes the RSU options granted under the plan:
| Number <br>of RSUs<br><br>(thousands) | Weighted<br><br>average grant<br><br>date fair value | |
|---|---|---|
| At January 1, 2025 | 3,839 | 6.70 |
| Granted | 3,572 | 5.10 |
| Forfeit | (325) | 6.41 |
| Settled (i) | (1,733) | 6.89 |
| At December 31, 2025 | 5,353 | 5.58 |
- The number of RSUs withheld for tax purposes was 458 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 year ended December 31, 2025 there was US$28,702 of remaining unamortized compensation costs, including social charges, related to unvested stock options and RSUs granted to the Group’s employees. This cost will be recognized over an estimated weighted average remaining period of 1.59 years. Total unamortized compensation costs will be adjusted for future changes in estimated forfeitures.
The total expense, including taxes and social charges related to the share-based compensation plan for the year ended December 31, 2025, was US$ 18,380 (US$ 18,549 in 2024). For the year ended December 31, 2025, the Group recorded in additional paid-in capital the amount of US$ 14,792 (US$ 10,752 in 2024).
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Share-based compensation: Loja Integrada
On April 29, 2021, VTEX introduced a new share-based compensation plan offering RSUs to selected directors and employees in Loja Integrada, a subsidiary wholly owned. They are exercisable as long as the director or employee fulfills the worked periods after the options are granted.
The following table summarizes the RSU options granted under the plan:
| Number <br>of RSUs<br><br>(thousands) | Weighted<br><br>average grant<br><br>date fair value | |
|---|---|---|
| At January 1, 2025 | 188.89 | 5.51 |
| Granted | 110.51 | 6.05 |
| Forfeit | (66.22) | 4.86 |
| Settled (i) | (81.87) | 5.60 |
| At December 31, 2025 | 151.31 | 6.07 |
- The number of RSUs withheld for tax purposes was 21 thousand shares.
For the year ended December 31, 2025, there was US$494 of remaining unamortized compensation cost, including social charges, related to unvested stock options and RSUs granted to the Group’s employees. This cost will be recognized over an estimated weighted-average remaining period of 2.24 years. Total unamortized compensation costs will be adjusted for future changes in estimated forfeitures.
The total expense, including taxes and social charges related to the Loja Integrada share-based compensation plan for the year ended December 31, 2025, was US$ 288 (US$657 in 2024). For the year ended December 31, 2025, the Group recorded in additional paid-in capital an increase of US$ 289 (US$411 in 2024).
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Amounts recognized in the statement of operations
The following table illustrates the classification of share-based compensation in the consolidated statements of operations which includes both share-based compensation of VTEX and Loja Integrada, which includes social charges and taxes:
| Three months ended<br><br>(unaudited) | Twelve months ended | |||
|---|---|---|---|---|
| December<br><br>31, 2025 | December<br><br>31, 2024 | December<br><br>31, 2025 | December<br><br>31, 2024 | |
| Subscription cost | (26) | 207 | (209) | 29 |
| Services cost | (84) | (499) | (461) | (972) |
| General and administrative | (2,197) | (1,679) | (8,902) | (8,117) |
| Sales and marketing | (798) | (1,347) | (4,174) | (4,642) |
| Research and development | (1,261) | (1,301) | (4,922) | (5,504) |
| Total | (4,366) | (4,619) | (18,668) | (19,206) |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Other income (expense), net
The breakdown of other income for the three and twelve-month periods ended December 31, 2025 and 2024 is as follows:
| Three months ended<br><br>(unaudited) | Twelve months ended | |||
|---|---|---|---|---|
| December<br><br>31, 2025 | December<br><br>31, 2024 | December<br><br>31, 2025 | December<br><br>31, 2024 | |
| Interest income | 551 | 1,563 | 3,659 | 14,168 |
| Foreign exchange gains (losses) | (1,703) | (171) | (10,388) | (10,196) |
| Gains (losses) on financial instruments | 1,091 | (141) | 11,846 | 2,008 |
| Other, net | (298) | (62) | (744) | (96) |
| Other income, net | (359) | 1,189 | 4,373 | 5,884 |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
- Subsequent events
Renewal of share repurchase program
On February 24, 2026, the Board of Directors of VTEX authorized the Company to repurchase Class A common shares of the Company, par value US$0.0001 per share, for an aggregate consideration of up to US$50.0 million. This authorization began on February 25, 2026, and is scheduled to expire on February 24, 2027.
Repurchases under the Company's program may be made from time to time in open market or privately negotiated transactions in accordance with applicable laws, including the Securities and Exchange Commission Rule 10b-18. The timing of repurchases will depend on factors including market conditions and prices, the Company’s liquidity requirements and alternative uses of capital. The share repurchase program could be suspended from time to time or discontinued, and there is no assurance as to the number of shares that will be repurchased under the program or that there will be any repurchases.
The timing and amount of shares repurchased (if any) will be determined by the Company’s management based on its evaluation of market conditions, applicable legal requirements and other factors. Repurchases may also be made under a Rule 10b5-1 plan. Any repurchased shares may be canceled or remain available for use in connection with its equity incentive plans and for other corporate purposes.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
Item 2 – Management’s discussion and analysis of financial condition and results of operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations section 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 and discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated interim financial statements as of December 31, 2025 and 2024 included elsewhere in this document.
Overview
VTEX is the commerce suite of choice for bold CIOs and CEOs globally, delivering transformative outcomes with unprecedented operational efficiency. By unifying a comprehensive ecosystem of solutions, including B2C, B2B, Omnichannel, Retail Media and After-Sales Support. VTEX empowers brands and retailers to eliminate friction, foster collaboration, and accelerate growth. More than just software, VTEX is an agent of transformation, seamlessly connecting customers, partners, and developers to drive tangible business results.
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 25 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 88.9% 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 more than 2.2 thousand customers with over 3.1 thousand active online stores across 44 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 2024, our company achieved several recognitions and acknowledgments. VTEX was the only vendor named a Customers’ Choice in the Gartner® Voice of the Customer for Digital Commerce report, and a Challenger in the Magic Quadrant™ for Digital Commerce report for our Ability to Execute and Completeness of Vision, having been recognized in the Gartner® Magic Quadrant™ for Digital Commerce report for the eighth consecutive year. VTEX was also named a Leader in IDC MarketScape: Worldwide B2C Digital Commerce Platforms for Midmarket Growth 2024 Vendor Assessment, and a Leader in IDC
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
MarketScape: Worldwide Headless Digital Commerce Applications for Midmarket Growth Vendor Assessment. Additionally, Paradigm B2B Combine: Enterprise Edition report and Paradigm B2B Combine: Midmarket Edition awarded VTEX medals in all 12 B2B digital commerce categories evaluated in each report.
VTEX was once again recognized as a Customers’ Choice in the 2025 Gartner® Voice of the Customer for Digital Commerce report, for the second year in a row.
We offer access to our platform on a subscription basis, which accounted for 98.1% of our revenue for the three-month period ended December 31, 2025, compared to 96.6% of our revenue in the same period of 2024. 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 December 31, 2025, our GMV reached US$6.3 billion, representing an increase of 17.2% in USD and 10.0% on an FX neutral basis. In the same period, our subscription revenue reached US$66.7 million, representing an increase of 12.2% in USD and 5.4% 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 | Twelve months ended | |||
|---|---|---|---|---|
| December <br>31, 2025 | December <br>31, 2024 | December <br>31, 2025 | December <br>31, 2024 | |
| (in millions of U.S. Dollars, unless otherwise indicated) | ||||
| GMV | 6,320.3 | 5,392.9 | 20,458.1 | 18,247.5 |
| GMV growth FX neutral (%) | 10.0% | 10.9% | 12.9% | 16.2% |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
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.
The following table sets forth our quarterly condensed consolidated interim statements of operations data for each of the last historical nine quarters. The condensed consolidated interim statements of operations 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.
| For the three months ended<br>(unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in US$ millions) | March<br>31, 2024 | June<br>30, 2024 | September <br>30, 2024 | December <br>31, 2024 | March<br>31, 2025 | June<br>30, 2025 | September <br>30, 2025 | December 31, 2025 |
| Subscription revenue | 50.4 | 54.0 | 53.9 | 59.4 | 52.6 | 57.2 | 58.4 | 66.7 |
| Services revenue | 2.3 | 2.6 | 2.1 | 2.1 | 1.6 | 1.5 | 1.2 | 1.3 |
| Total revenue | 52.6 | 56.5 | 56.0 | 61.5 | 54.2 | 58.8 | 59.6 | 68.0 |
| Subscription cost | (11.6) | (11.9) | (11.7) | (12.4) | (11.1) | (11.6) | (11.6) | (12.1) |
| Services cost | (3.2) | (3.1) | (2.7) | (3.3) | (2.1) | (1.9) | (2.0) | (1.8) |
| Total cost | (14.8) | (15.0) | (14.3) | (15.6) | (13.2) | (13.5) | (13.5) | (14.0) |
| Gross profit | 37.9 | 41.6 | 41.6 | 45.9 | 41.0 | 45.3 | 46.1 | 54.0 |
| Operating expenses | ||||||||
| General and administrative | (8.8) | (9.4) | (8.3) | (7.7) | (9.0) | (9.0) | (8.1) | (7.8) |
| Sales and marketing | (17.2) | (17.3) | (16.6) | (17.5) | (16.8) | (17.4) | (16.7) | (17.7) |
| Research and development | (14.0) | (14.3) | (13.7) | (13.4) | (14.9) | (15.4) | (16.7) | (16.9) |
| Other income (losses) | (0.4) | 0.3 | (0.7) | (0.6) | (0.4) | (0.5) | (0.3) | (0.4) |
| Income (loss) from operation | (2.5) | 0.8 | 2.3 | 6.7 | (0.2) | 2.9 | 4.2 | 11.2 |
| Other income (expense), net | (0.7) | 5.5 | (0.1) | 1.2 | 1.6 | 0.9 | 2.2 | (0.4) |
| Income (loss) before income tax | (3.2) | 6.3 | 2.2 | 7.9 | 1.4 | 3.8 | 6.4 | 10.9 |
| Income tax | 2.4 | 0.2 | 1.1 | (1.2) | (0.6) | (0.8) | (0.0) | (1.0) |
| Net income (loss) for the period | (0.9) | 6.6 | 3.4 | 6.8 | 0.9 | 3.0 | 6.4 | 9.8 |
| Earnings (loss) per share | ||||||||
| Basic earnings (loss) per share US$ | (0.00) | 0.04 | 0.02 | 0.04 | 0.00 | 0.02 | 0.04 | 0.06 |
| Diluted earnings (loss) per share US$ | (0.00) | 0.03 | 0.01 | 0.04 | 0.00 | 0.02 | 0.03 | 0.06 |
The following table sets forth selected condensed consolidated interim statements of operations data for each of the periods indicated as a percentage of total revenue.
| For the three months ended<br>(unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| March<br>31, 2024 | June<br>30, 2024 | September 30, 2024 | December <br>31, 2024 | March<br>31, 2025 | June<br>30, 2025 | September 30, 2025 | December 31, 2025 | |
| Total revenue | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% |
| Subscription cost | (22)% | (21)% | (20.8)% | (20.1)% | (20.5)% | (19.7)% | (19.4)% | (17.9)% |
| Services cost | (6.1)% | (5.5)% | (4.8)% | (5.3)% | (3.9)% | (3.3)% | (3.3)% | (2.7)% |
| Total cost | (28.1)% | (26.5)% | (25.6)% | (25.4)% | (24.3)% | (23)% | (22.7)% | (20.5)% |
| Gross profit | 71.9% | 73.5% | 74.4% | 74.6% | 75.7% | 77.0% | 77.3% | 79.5% |
| Operating expenses | ||||||||
| General and administrative | (16.7)% | (16.7)% | (14.9)% | (12.6)% | (16.7)% | (15.3)% | (13.7)% | (11.5)% |
| Sales and marketing | (32.7)% | (30.6)% | (29.7)% | (28.4)% | (31.1)% | (29.7)% | (28)% | (26)% |
| Research and development | (26.5)% | (25.4)% | (24.5)% | (21.8)% | (27.4)% | (26.2)% | (28.1)% | (24.8)% |
| Other income (losses) | (0.7)% | 0.6% | (1.2)% | (0.9)% | (0.8)% | (0.8)% | (0.6)% | (0.6)% |
| Income (loss) from operation | (4.7)% | 1.4% | 4.2% | 10.9% | (0.4)% | 5.0% | 7.0% | 16.5% |
| Other income, net | (1.4)% | 9.8% | (0.2)% | 1.9% | 3.0% | 1.5% | 3.7% | (0.5)% |
| Income (loss) before income tax | (6.1)% | 11.2% | 4.0% | 12.9% | 2.7% | 6.5% | 10.7% | 16.0% |
| Income tax | 4.5% | 0.4% | 2.0% | (1.9)% | (1.1)% | (1.4)% | (0)% | (1.5)% |
| Net income (loss) for the period | (1.6)% | 11.6% | 6.0% | 11.0% | 1.6% | 5.1% | 10.7% | 14.4% |
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
The following table sets forth our Non-GAAP income (loss) from operations for each of the periods indicated:
| For the three months ended<br>(unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| March<br>31, 2024 | June<br>30, 2024 | September <br>30, 2024 | December <br>31, 2024 | March<br>31, 2025 | June<br>30, 2025 | September <br>30, 2025 | December <br>31, 2025 | |
| Income (loss) from operation | (2.5) | 0.8 | 2.3 | 6.7 | (0.2) | 2.9 | 4.2 | 11.2 |
| Share-based compensation expense | 4.9 | 5.0 | 4.7 | 4.6 | 4.5 | 5.0 | 4.7 | 4.4 |
| Amortization and adjustment related to acquisitions | 0.5 | 0.4 | 0.4 | 0.4 | 0.5 | 0.6 | 0.6 | 0.6 |
| Earn out expenses related to acquisitions | - | - | 0.2 | 0.5 | 0.5 | - | - | - |
| Non-GAAP Income from operation | 2.9 | 6.3 | 7.6 | 12.3 | 5.3 | 8.5 | 9.5 | 16.2 |
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Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
Components of our results of operations
The following is a summary of the principal line items comprising condensed consolidated interim statements of operations.
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 1.9% of our revenue for the three-month period ended December 31, 2025, compared to 3.4% in the same period of 2024. For the twelve-month period ended on December 31, 2025, services revenue accounted for 2.3% of our revenue, compared to 4.0% in the same period of 2024.
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.
Services cost of revenue
Services cost consists 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.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
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.
Other income (expense), net
Other income (expense), net consists primarily of interest income, foreign exchange gains and losses, fair value gains or losses on financial instruments, and other financial items.
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. Deferred tax assets are evaluated at each reporting period, and valuation allowances are recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
Historical consolidated operations results
Comparison of results of operations for the three and twelve-month periods ended December 31, 2025 and 2024
The following table sets forth our condensed consolidated interim statements of operations for the three and twelve-month periods ended December 31, 2025 and 2024. The period-to-period comparison of financial results is not necessarily indicative of future results.
| Three months ended<br><br>(unaudited) | Twelve months ended | |||
|---|---|---|---|---|
| (in US$ thousands) | December<br><br>31, 2025 | December<br><br>31, 2024 | December<br><br>31, 2025 | December<br><br>31, 2024 |
| Subscription revenue | 66,687 | 59,442 | 234,915 | 217,658 |
| Services revenue | 1,267 | 2,062 | 5,602 | 9,003 |
| Total revenue | 67,954 | 61,504 | 240,517 | 226,661 |
| Subscription cost (1) | (12,143) | (12,374) | (46,387) | (47,471) |
| Services cost (1) | (1,814) | (3,268) | (7,794) | (12,234) |
| Total cost | (13,957) | (15,642) | (54,181) | (59,705) |
| Gross profit | 53,997 | 45,862 | 186,336 | 166,956 |
| Operating expenses | ||||
| General and administrative (1) (3) | (7,798) | (7,722) | (33,996) | (34,284) |
| Sales and marketing (1) (2) (3) | (17,655) | (17,459) | (68,644) | (68,598) |
| Research and development (1) (2) (3) | (16,882) | (13,398) | (63,891) | (55,412) |
| Other losses | (439) | (552) | (1,697) | (1,276) |
| Income from operation | 11,223 | 6,731 | 18,108 | 7,386 |
| Other income (expense), net | (359) | 1,189 | 4,373 | 5,884 |
| Income before income tax | 10,864 | 7,920 | 22,481 | 13,270 |
| Total income tax | (1,045) | (1,164) | (2,453) | 2,540 |
| Net income for the period | 9,819 | 6,756 | 20,028 | 15,810 |
(1) Includes stock-based compensation expenses as follows:
| Three months ended<br><br>(unaudited) | Twelve months ended | |||
|---|---|---|---|---|
| (in US$ thousands) | December<br><br>31, 2025 | December<br><br>31, 2024 | December<br><br>31, 2025 | December<br><br>31, 2024 |
| Subscription cost | (26) | 207 | (209) | 29 |
| Services cost | (84) | (499) | (461) | (972) |
| General and administrative | (2,197) | (1,679) | (8,902) | (8,117) |
| Sales and marketing | (798) | (1,347) | (4,174) | (4,642) |
| Research and development | (1,261) | (1,301) | (4,922) | (5,504) |
| Total | (4,366) | (4,619) | (18,668) | (19,206) |
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Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
(2) Includes earn-out expenses related to acquisitions as follows:
| Three months ended<br><br>(unaudited) | Twelve months ended | |||
|---|---|---|---|---|
| (in US$ thousands) | December<br><br>31, 2025 | December<br><br>31, 2024 | December<br><br>31, 2025 | December<br><br>31, 2024 |
| Sales and marketing | - | (286) | (286) | (387) |
| Research and development | - | (191) | (190) | (258) |
| Total | - | (477) | (476) | (645) |
(3) Includes amortization related to acquisitions as follows:
| Three months ended<br><br>(unaudited) | Twelve months ended | |||
|---|---|---|---|---|
| (in US$ thousands) | December<br><br>31, 2025 | December<br><br>31, 2024 | December<br><br>31, 2025 | December<br><br>31, 2024 |
| General and administrative | (4) | (4) | (15) | (16) |
| Sales and marketing | (407) | (317) | (1,576) | (1,212) |
| Research and development | (162) | (119) | (573) | (532) |
| Total | (573) | (440) | (2,164) | (1,760) |
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Notes to the condensed consolidated interim financial statements
(Unaudited)
Total revenue
The components of our total revenue during the three and twelve-month periods ended on December 31, 2025 and 2024 were as follows:
| Three months ended<br>(unaudited) | Twelve months ended | |||||
|---|---|---|---|---|---|---|
| (in US$ thousands,<br>except percentages) | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation |
| Subscription revenue | 66,687 | 59,442 | 12.2% | 234,915 | 217,658 | 7.9% |
| Services revenue | 1,267 | 2,062 | (38.6)% | 5,602 | 9,003 | (37.8)% |
| Total revenue | 67,954 | 61,504 | 10.5% | 240,517 | 226,661 | 6.1% |
Total revenue for the three-month period ended December 31, 2025 was US$68.0 million, an increase of US$6.5 million, or 10.5% in US$ or 3.8% on an FX neutral basis, from US$61.5 million in the same period of 2024. The increase in total revenue was primarily driven by: an increase in GMV of 17.2% in US$ or 10.0% on an FX neutral basis to US$6.3 billion for the three-month period ended December 31, 2025, from US$5.4 billion in the same period of 2024, which also led to higher revenues from transaction-based fees.
Total revenue for the twelve-month period ended December 31, 2025 was US$240.5 million, an increase of US$13.9 million, or 6.1% in US$ or 7.6% on an FX neutral basis, from US$226.7 million in the same period of 2024. The increase in total revenue was primarily driven by: an increase in GMV of 12.1% in US$ or 12.9% on an FX neutral basis to US$20.5 billion for the twelve-month period ended December 31, 2025, from US$18.2 billion in the same period of 2024, which also led to higher revenues from transaction-based fees.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
Total cost
The components of our total cost during the twelve-month periods ended on December 31, 2025 and 2024 were as follows:
| Three months ended<br>(unaudited) | Twelve months ended | |||||
|---|---|---|---|---|---|---|
| (in US$ thousands,<br><br>except percentages) | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation |
| Subscription cost | (12,143) | (12,374) | (1.9)% | (46,387) | (47,471) | (2.3)% |
| Services cost | (1,814) | (3,268) | (44.5)% | (7,794) | (12,234) | (36.3)% |
| Total cost | (13,957) | (15,642) | (10.8)% | (54,181) | (59,705) | (9.3)% |
Total cost for the three-month period ended December 31, 2025 decreased by US$1.7 million, or 10.8%, to US$14.0 million from US$15.6 million in the same period of 2024, mainly due to a decrease in total cost of services by US$1.5 million primarily due to the phase-out of hyper-care services for new customers in the US and Europe, as our matured ecosystem now enables more autonomous and efficient implementations.
Total cost for the twelve-month period ended December 31, 2025 decreased by US$5.5 million, or 9.3%, to US$54.2 million from US$59.7 million in the same period of 2024, mainly due to a decrease in total cost of services by US$4.4 million primarily due to the phase-out of hyper-care services for new customers in the US and Europe, as our matured ecosystem now enables more autonomous and efficient implementations.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
Gross profit
As a result of the above, our gross profit increased by US$8.1 million, or 17.7% to US$54.0 million for the three-month period ended December 31, 2025 from US$45.9 million in the same period of 2024. As a percentage of our total revenue, our gross profit increased to 79.5% in the three-month period ended December 31, 2025 from 74.6% in the same period of 2024, mainly due to efficiencies from AI-powered automation in customer support and, to a smaller extent, a higher mix of subscription revenue.
Our gross profit increased by US$19.4 million, or 11.6% to US$186.3 million for the twelve-month period ended December 31, 2025 from US$167.0 million in the same period of 2024. As a percentage of our total revenue, our gross profit increased to 77.5% in the twelve-month period ended December 31, 2025 from 73.7% in the same period of 2024, mainly due to efficiencies from AI-powered automation in customer support and, to a smaller extent, a higher mix of subscription revenue.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
Operating expenses
General and administrative
General and administrative expenses during the three and twelve-month periods ended on December 31, 2025 and 2024 were as follows:
| Three months ended <br>(unaudited) | Twelve months ended | |||||
|---|---|---|---|---|---|---|
| (in US$ thousands,<br><br>except percentages) | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation |
| General and administrative | (7,798) | (7,722) | 1.0% | (33,996) | (34,284) | (0.8)% |
| Percentage of total revenue | 11.5% | 12.6% | - | 14.1% | 15.1% | - |
Our general and administrative expenses remained relatively stable, increasing slightly by US$0.1 million, or 1.0%, to US$7.8 million for the three-month period ended December 31, 2025 from US$7.7 million in the same period of 2024, with no significant changes in key expense categories.
For the twelve-month period ended December 31, 2025, our general and administrative expenses remained stable, with a slight variation of US$0.3 million, or 0.8%, reaching US$34.0 million compared to US$34.3 million in the same period of 2024, with no significant changes in key expense categories.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
Sales and marketing
Sales and marketing expenses during the three and twelve-month periods ended December 31, 2025 and 2024 were as follows:
| Three months ended<br>(unaudited) | Twelve months ended | |||||
|---|---|---|---|---|---|---|
| (in US$ thousands,<br><br>except percentages) | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation |
| Sales and marketing | (17,655) | (17,459) | 1.1% | (68,644) | (68,598) | 0.1% |
| Percentage of total revenue | 26.0% | 28.4% | - | 28.5% | 30.3% | - |
Our sales and marketing expenses remained relatively stable, increasing by US$0.2 million, or 1.1%, to US$17.7 million for the three-month period ended December 31, 2025 from US$17.5 million in the same period of 2024, with no significant changes in key expense categories. Although headcount was reduced during the period, the reduction in personnel-related expenses was offset by severance and termination related expenses.
For the twelve-month period ended December 31, 2025, our sales and marketing expenses remained stable, reaching US$68.6 million compared to US$68.6 million for the same period of 2024, with no significant changes in key expense categories. Although headcount was reduced during the period, the reduction in personnel-related expenses was offset by severance and termination related expenses.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
Research and development
Research and development expenses during the three and twelve-month periods ended on December 31, 2025 and 2024 were as follows:
| Three months ended<br>(unaudited) | Twelve months ended | |||||
|---|---|---|---|---|---|---|
| (in US$ thousands,<br><br>except percentages) | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation | December<br><br>31, 2025 | December<br><br>31, 2024 | Variation |
| Research and development | (16,882) | (13,398) | 26.0% | (63,891) | (55,412) | 15.3% |
| Percentage of total revenue | 24.8% | 21.8% | - | 26.6% | 24.4% | - |
Our research and development expenses increased by US$3.5 million, or 26.0% to US$16.9 million for the three-month period ended December 31, 2025 from US$13.4 million in the same period of 2024, primarily due to (1) an increase in personnel-related expenses, including share-based compensation driven by the BRL appreciation against the USD, as most of the R&D team is based in Brazil, and (2) an increase in IT-related expenses.
For the twelve-month period ended December 31, 2025, our research and development expenses increased by US$8.5 million, or 15.3%, to US$63.9 million from US$55.4 million in 2024, primarily due to (1) an increase in personnel-related expenses, including share-based compensation, and (2) an increase in IT-related expenses.
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Notes to the condensed consolidated interim financial statements
(Unaudited)
Other income (expense), net
Other income (expense), net amounted to an expense of US$0.4 million for the three-month period ended December 31, 2025, compared to a revenue of US$1.2 million in the same period of 2024 mainly due to (1) an increase in foreign exchange losses to US$1.7 million in December 31, 2025 from US$0.2 million in December 31, 2024, and (2) a decrease in interest income to US$0.6 million in December 31, 2025 from US$1.6 million in December 31, 2024; this was partially offset by (3) an increase in gains on financial instruments to US$1.1 million in December 31, 2025 from a loss of US$ 0.1 million in December 31, 2024.
Other income (expense), net amounted to a revenue of US$4.4 million for the twelve-month period ended December 31, 2025, compared to a revenue of US$5.9 million in December 31, 2024 mainly due to (1) a decrease in interest income to US$3.7 million in December 31, 2025 from US$14.2 million in December 31, 2024, which was mostly offset by (2) an increase in gains on financial instruments to US$11.8 million in December 31, 2025 from a gain of US$2.0 million in December 31, 2024.
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Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
Net income for the period
As a result of the above, our net income amounted to US$9.8 million for the three-month period ended December 31, 2025, compared to a net income of US$6.8 million in the same period of 2024.
As a result of the above, our net income amounted to US$20.0 million for the twelve-month period ended December 31, 2025, compared to a net income of US$15.8 million in the same period of 2024.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
Condensed consolidated statements of cash flows
The following table sets forth certain condensed consolidated cash flow information for the periods indicated:
| For the twelve months ended | ||
|---|---|---|
| (in US$ thousands) | December <br>31, 2025 | December <br>31, 2024 |
| Net cash provided by operating activities | 33,367 | 25,964 |
| Net cash provided by (used in) investing activities | 24,802 | (20,706) |
| Net cash used in financing activities | (61,588) | (12,050) |
| Net decrease in cash and cash equivalents | (3,419) | (6,792) |
Net cash provided by operating activities
For the twelve-month period ended December 31, 2025, our net cash provided by operating activities amounted to US$33.4 million, compared to US$26.0 million cash provided in the same period of 2024, primarily as a result of:
- an improvement in net income, which amounted to US$20.0 million of net income for the twelve-month period ended December 31, 2025, compared to a net income of US$15.8 million for the same period in 2024;
- changes in operating assets which consisted mainly of a decrease in trade receivables of US$0.4 million for the twelve-month period ended December 31, 2025, compared to an increase of US$21.7 million for the same period in 2024; partially offset by:
- changes in operating liabilities which consisted mainly of a decrease in deferred revenue of US$4.2 million for the twelve-month period ended December 31, 2025, compared to an increase of US$20.8 million for the twelve-month period ended December 31, 2024
Net cash provided by (used in) investing activities
For the twelve-month period ended December 31, 2025, net cash provided by investing activities amounted to US$24.8 million, compared to US$20.7 million of net cash used in investing activities in the same period of 2024, primarily as a result of an increase in sales and maturities of marketable securities to US$233 million for the twelve-month period ended December 31, 2025, from US$120.9 million in the same period of 2024. This was partially offset by an increase in purchases of marketable securities to US$204.4 million for the twelve-month period ended December 31, 2025, from US$133.7 million in the same period of 2024.
Net cash used in financing activities
For the twelve-month period ended December 31, 2025, net cash used in financing activities increased to US$61.6 million, compared to US$12.1 million of net cash used in financing activities in the same period of 2024, primarily as a result of the increase in the buyback of shares to US$59.1 million for the twelve-month period ended December 31, 2025, from US$11.2 million in the same period of 2024.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
Capital expenditures
Our capital expenditures, consisting of purchase of property and equipment, for the twelve-month periods ended December 31, 2025 and 2024, amounted to US$1.0 million and US$2.1 million, respectively, representing 0.4% and 0.9% of our total revenue for the twelve-month periods ended December 31, 2025 and 2024, respectively.
For 2026, we expect to maintain our capital expenditures as a percentage of our total revenue in line with the ratios we delivered in 2025. 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.
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Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
Off-balance sheet arrangements
As of December 31, 2025, we did not have any off-balance sheet arrangements.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
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 marketable securities 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 non-government debt securities.
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VTEX
Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
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, Chilean peso and Mexican 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 (except for VTEX Argentina, which uses the U.S. dollars as functional currency). As a result, they generate revenues and incur expenses in currencies other than the Group’s presentation currency. As of the twelve-month period ended December 31, 2025 and in the year ended December 31, 2024, 22.0% and 20.8% of our revenues were denominated in, or linked to, U.S. dollars, respectively. As of December 31, 2025 and in the year ended December 31, 2024, our assets were represented by 60.4% and 67.7% in U.S. dollars, 39.6% and 32.3% in other currencies. As of December 31, 2025 and in the year ended December 31, 2024, our liabilities, excluding our total shareholders’ equity, were represented by 11.5% and 13.0% in U.S. dollars, 88.5% and 87.0% in other currencies.
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.
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Notes to the condensed consolidated interim financial statements
(Unaudited)
In thousands of U.S. dollars, unless otherwise indicated
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: February 26, 2026
VTEX
By: /s/ Ricardo Camatta Sodre
Name: Ricardo Camatta Sodre
Title: Chief Financial Officer