UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 November 2024

Commission File Number: 001-35454

Vipshop Holdings Limited

Vipshop Headquarters, 128 Dingxin Road

Haizhu District, Guangzhou 510220

People’s Republic of China

(Address of principal executive offices)

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

Form 20-F ☒    Form 40-F ☐

EXHIBIT INDEX

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, thereunto duly authorized.

Date: November 19, 2024

Exhibit 99.1

Vipshop Reports Unaudited Third Quarter 2024 Financial Results

Conference Call to Be Held at 7:30 A.M. U.S. Eastern Time on November 19, 2024

Guangzhou, China, November 19, 2024 — Vipshop Holdings Limited (NYSE: VIPS), a leading online discount retailer for brands in China (“Vipshop” or the “Company”), today announced its unaudited financial results for the quarter ended September 30, 2024.

Third Quarter 2024 Highlights

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Mr. Eric Shen, Chairman and Chief Executive Officer of Vipshop, stated, “Our third-quarter performance reflected soft industry trends in discretionary categories. During the quarter, we swiftly adapted our business priorities to address external challenges and identify the biggest opportunities for improvement. We observed some early positive results from a series of adjustments, which further enhanced our merchandising portfolio and operational efficiency, while active Super VIP customers continued to experience double-digit growth. With consumer spending yet to fully recover, we remain laser-focused on our long-term strategies, while driving necessary changes and executing the retail fundamentals that are pivotal to our long-term growth.”

Mr. Mark Wang, Chief Financial Officer of Vipshop, further commented, “Our third-quarter results were largely in line with our expectations. We maintained solid profitability through disciplined financial management. At the same time, we continued to invest to grow, reallocating resources to maximize customer impact and growth, with the goal of creating a better balance in our business. In addition, we continued to return value to our shareholders by repurchasing US$275.0 million worth of shares during the quarter, and we are committed to a new US$1.0 billion program once we fully utilize the current repurchase program.”

Third Quarter 2024 Financial Results

REVENUES

Total net revenues for the third quarter of 2024 were RMB20.7 billion (US$2.9 billion), compared with RMB22.8 billion in the prior year period.

GROSS PROFIT

Gross profit for the third quarter of 2024 was RMB5.0 billion (US$706.1 million), compared with RMB5.4 billion in the prior year period. Gross margin for the third quarter of 2024 increased to 24.0% from 23.6% in the prior year period.

OPERATING EXPENSES

Total operating expenses for the third quarter of 2024 decreased by 6.1% year over year to RMB3.8 billion (US$536.6 million) from RMB4.0 billion in the prior year period. As a percentage of total net revenues, total operating expenses for the third quarter of 2024 was 18.2%, compared with 17.6% in the prior year period.

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INCOME FROM OPERATIONS

Income from operations for the third quarter of 2024 was RMB1.3 billion (US$189.5 million), compared with RMB1.5 billion in the prior year period. Operating margin for the third quarter of 2024 was 6.4%, compared with 6.7% in the prior year period.

Non-GAAP income from operations⁵ for the third quarter of 2024, which excluded share-based compensation expenses, was RMB1.7 billion (US$242.4 million), compared with RMB2.1 billion in the prior year period. Non-GAAP operating margin⁶ for the third quarter of 2024 was 8.2%, compared with 9.1% in the prior year period.

NET INCOME

Net income attributable to Vipshop’s shareholders for the third quarter of 2024 was RMB1.0 billion (US$149.0 million), compared with RMB1.2 billion in the prior year period. Net margin attributable to Vipshop’s shareholders for the third quarter of 2024 was 5.1%, compared with 5.3% in the prior year period. Net income attributable to Vipshop’s shareholders per diluted ADS⁷ for the third quarter of 2024 was RMB1.97 (US$0.28), compared with RMB2.19 in the prior year period.

Non-GAAP net income attributable to Vipshop’s shareholders for the third quarter of 2024, which excluded (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment loss (gain) and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments, was RMB1.3 billion (US$186.8 million), compared with RMB1.8 billion in the prior year period. Non-GAAP net margin attributable to Vipshop’s shareholders⁸ for the third quarter of 2024 was 6.3%, compared with 8.1% in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS⁹ for the third quarter of 2024 was RMB2.47 (US$0.35), compared with RMB3.33 in the prior year period.

For the quarter ended September 30, 2024, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 530,188,575.

BALANCE SHEET AND CASH FLOW

As of September 30, 2024, the Company had cash and cash equivalents and restricted cash of RMB22.5 billion (US$3.2 billion) and short term investments of RMB1.6 billion (US$222.3 million).

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For the quarter ended September 30, 2024, net cash generated from operating activities was RMB508.9 million (US$72.5 million), and free cash flow¹⁰, a non-GAAP measurement of liquidity, was as follows:

For the three months ended

For the trailing twelve months ended

Share Repurchase Program

During the quarter ended September 30, 2024, the Company repurchased US$275.0 million of its ADSs under its current US$1.0 billion share repurchase program, which is effective through March 2025. As of September 30, 2024, the Company has an unutilized amount of US$55.3 million under this program.

In August 2024, the Company’s board of directors authorized a new share repurchase program under which the Company may repurchase up to US$1.0 billion of its ADSs or Class A ordinary shares for a 24-month period commencing from the full utilization of the existing share repurchase program adopted in March 2023, as amended.

Business Outlook

For the fourth quarter of 2024, the Company expects its total net revenues to be between RMB31.2 billion and RMB32.9 billion, representing a year-over-year decrease of approximately 10% to 5%. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which is subject to change.

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Exchange Rate

The Company’s business is primarily conducted in China and the significant majority of revenues generated are denominated in Renminbi. This announcement contains currency translations of Renminbi amounts into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars are made at a rate of RMB7.0176 to US$1.00, the effective noon buying rate on September 30, 2024 as set forth in the H.10 statistical release of the Federal Reserve Board. No representation is made that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on September 30, 2024, or at any other rate.

Conference Call Information

The Company will hold a conference call on Tuesday, November 19, 2024 at 7:30 am U.S. Eastern Time, 8:30 pm Beijing Time to discuss the financial results.

All participants wishing to join the conference call must pre-register online using the link provided below.

Registration Link: https://register.vevent.com/register/BIb7dd20b068014c73a6cc797c134be1b5

Once pre-registration has been completed, each participant will receive dial-in numbers and a unique access PIN via email. To join the conference, participants should use the dial-in details followed by the PIN code.

A live webcast of the earnings conference call can be accessed at https://edge.media-server.com/mmc/p/x863x7sh. An archived webcast will be available at the Company’s investor relations website at http://ir.vip.com.

About Vipshop Holdings Limited

Vipshop Holdings Limited is a leading online discount retailer for brands in China. Vipshop offers high quality and popular branded products to consumers throughout China at a significant discount to retail prices. Since it was founded in August 2008, the Company has rapidly built a sizeable and growing base of customers and brand partners. For more information, please visit https://ir.vip.com/.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as Vipshop’s strategic and operational plans, contain forward-looking statements. Vipshop may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including statements about Vipshop’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Vipshop’s goals and strategies; Vipshop’s future business development, results of operations and financial condition; the expected growth of the online discount retail market in China; Vipshop’s ability to attract customers and brand partners and further enhance its brand recognition; Vipshop’s expectations regarding needs for and market acceptance of flash sales products and services; competition in the discount retail industry; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Vipshop’s filings with the SEC. All information provided in this press release is as of the date of this press release, and Vipshop does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

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Use of Non-GAAP Financial Measures

The condensed consolidated financial information is derived from the Company’s unaudited interim condensed consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except that comparative consolidated statements of income and cash flows for the period presented and the detailed footnote disclosures required by Accounting Standards Codification 270, Interim Reporting (“ASC270”) have been omitted. Vipshop uses non-GAAP net income attributable to Vipshop’s shareholders, non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net margin attributable to Vipshop’s shareholders, and free cash flow, each of which is a non-GAAP financial measure. For the periods presented in this press release, non-GAAP net income attributable to Vipshop’s shareholders is net income attributable to Vipshop’s shareholders excluding (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment loss (gain) and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is computed using non-GAAP net income attributable to Vipshop’s shareholders divided by weighted average number of diluted ADS outstanding for computing diluted earnings per ADS. Non-GAAP income from operations is income from operations excluding share-based compensation expenses. Non-GAAP operating margin is non-GAAP income from operations as a percentage of total net revenues. Non-GAAP net margin attributable to Vipshop’s shareholders is non-GAAP net income attributable to Vipshop’s shareholders as a percentage of total net revenues. Free cash flow is net cash from operating activities adding back the impact from internet financing activities and less capital expenditures, which include purchase and deposits of property and equipment and land use rights. Impact from internet financing activities added back or deducted from free cash flow contains changes in the balances of financial products, which are primarily consumer financing and supplier financing that the Company provides to customers and suppliers. The Company believes that separate analysis and exclusion of the non-cash impact of (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment loss (gain) and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments add clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses these non-GAAP financial measures for planning, forecasting, and measuring results against the forecast. The Company believes that non-GAAP financial measures are useful supplemental information for investors and analysts to assess its operating performance without the effect of (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment loss (gain) and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments. Free cash flow enables the Company to assess liquidity and cash flow, taking into account the impact from internet financing activities and the financial resources needed for the expansion of fulfillment infrastructure, technology platform, and Shan Shan Outlets. Share-based compensation expenses have been and will continue to be significant recurring expenses in its business. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company’s net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. One of the key limitations of free cash flow is that it does not represent the residual cash flow available for discretionary expenditures.

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The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Vipshop Holdings Limited Reconciliations of GAAP and Non-GAAP Results” at the end of this release.

Investor Relations Contact

Tel: +86 (20) 2233-0732

Email: IR@vipshop.com

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Vipshop Holdings Limited

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except for share and per share data)

8

Vipshop Holdings Limited

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for share and per share data)

9

Vipshop Holdings Limited

Reconciliations of GAAP and Non-GAAP Results

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