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 November 2015

Commission File Number: 001-35454

Vipshop Holdings Limited

No. 20 Huahai Street

Liwan District, Guangzhou 510370

The 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     x      Form 40-F      o

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): o

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): o

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 20, 2015

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EXHIBIT INDEX

Exhibit 99.1 – Press Release

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Exhibit 99.1

Vipshop Reports Unaudited Third Quarter 2015 Financial Results

3Q15 Total Net Revenue Up 63% YoY to RMB8.67 Billion (US$1.36 Billion)

3Q15 Income from Operations Up 241% to RMB436 Million (US$69 Million)

3Q15 Net Income Attributable to Shareholders Up 90% to RMB317 Million (US$50 Million)

Conference Call to be Held at 8:00 AM U.S. Eastern Time on November 18, 2015

Guangzhou, China, November 17, 2015 — 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 third quarter ended September 30, 2015.

Third Quarter 2015 Highlights

·                       Total net revenue increased by 63% to RMB8.67 billion (US$1.36 billion) from RMB5.33 billion in the prior year period.

·                       Gross profit increased by 63% to RMB2.16 billion (US$339 million) from RMB1.33 billion in the prior year period. Gross margin remained stable at 24.9%, as compared to the prior year period.

·                       Income from operations increased by 241% to RMB436 million (US$69 million) from RMB128 million in the prior year period. Operating margin increased to 5.0% from 2.4% in the prior year period.

·                       Non-GAAP income from operations1 increased by 131% to RMB587 million (US$92 million) from RMB254 million in the prior year period. Non-GAAP operating margin2 increased to 6.8% from 4.8% in the prior year period.

·                       Net income attributable to Vipshop’s shareholders increased by 90% to RMB317 million (US$50 million) from RMB167 million in the prior year period. Net income margin attributable to Vipshop’s shareholders increased to 3.7% from 3.1% in the prior year period.

·                       Non-GAAP net income attributable to Vipshop’s shareholders3 increased by 62% to RMB453 million (US$71 million) from RMB279 million in the prior year period. Non-GAAP net income margin attributable to Vipshop’s shareholders4 remained stable at 5.2%, as compared to the prior year period.

Mr. Eric Shen, chairman and chief executive officer of Vipshop, stated, “Even though we are disappointed that we didn’t achieve our revenue guidance for the third quarter 2015, we firmly believe that the business fundamentals and growth dynamics of our platform, in terms of orders, customers and revenues, remain solid. We added 5.4 million new active customers5 in the third quarter, bringing our number of total active customers to 14.6 million. Customer loyalty and buying activity also continued to strengthen during the quarter: Customers made 3.1 purchases and spent RMB595 on average, up from 2.9 purchases and RMB541, respectively, in the prior year period; and 92.5% of our total orders were made by repeat customers. Our GMV from mobile rose to 79% in the third quarter, up from 57% one year ago, further demonstrating the strong appeal of our flash sale offering to on-the-go shoppers. Our cross-border e-commerce business continued to ramp up, with 164% sequential growth. Overall, our cross-border initiatives, supplier and consumer financing programs and logistical enhancements further characterize our platform as an ecosystem designed to drive value for global brands and customers alike.”

Mr. Donghao Yang, chief financial officer of Vipshop, commented, “Unfortunately, our forecast for the third quarter did not hold up due to unexpected seasonal patterns this year especially late into the quarter, as well as new customer acquisition growth being slightly softer than expected. This was partly due to our conservative approach in optimizing our marketing budget allocation and not investing more aggressively into new user acquisition, leading us to miss our top-line guidance. However, we still managed to increase revenues by over 63% year over year, as well as expand our operating margin to 5.0% from 2.4% in the prior year period. By the close of the third quarter, our warehouse capacity reached 1.6 million square meters, and our total orders covered by our network of in-house and invested couriers reached 80%; in both cases we met our year-end targets one quarter ahead of time. We are also announcing that our board of directors has given us an additional authorization to repurchase up to $300 million of our ADSs. We believe that this initiative demonstrates our confidence in the long-term outlook for our business. Looking ahead, we remain confident in our ability to continue to scale our platform in terms of revenue, order and customer growth as well as logistical expansion and optimization, as we build upon our proven model and create enduring value for our shareholders.”

1  Non-GAAP income from operations is a non-GAAP financial measure, which is defined as income from operations excluding share-based compensation expenses and amortization of intangible assets resulting from a business acquisition.

2  Non-GAAP operating income margin is a non-GAAP financial measure, which is defined as non-GAAP income from operations as a percentage of total net revenues.

3  Non-GAAP net income attributable to Vipshop’s shareholders is a non-GAAP financial measure, which is defined as net income attributable to Vipshop’s shareholders excluding share-based compensation expenses and amortization of intangible assets resulting from a business acquisition and equity method investments.

4  Non-GAAP net income margin attributable to Vipshop’s shareholders is a non-GAAP financial measure, which is defined as Non-GAAP net income attributable to Vipshop’s shareholders as a percentage of total net revenues.

5  “New active customers” refer to any customer who, for a given period, (i) is an active customer during such period, and (ii) had not purchased products from the Company or its online marketplace platforms prior to such period.

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Third Quarter 2015 Financial Results

REVENUE

Total net revenue for the third quarter of 2015 increased by 63% to RMB8.67 billion (US$1.36 billion) from RMB5.33 billion in the prior year period, primarily driven by the growth in the numbers of total active customers, repeat customers, total orders, as well as the increasing revenue contribution from the mobile platform.

The number of active customers6 for the third quarter of 2015 increased by 48% to 14.6 million from 9.8 million in the prior year period. The number of total orders7 for the third quarter of 2015 increased by 58% to 44.8 million from 28.3 million in the prior year period8.

In an effort to increase focus on its core flash sales business, the Company began to substantially scale down its lower-margin group-buy business in the third quarter of 2014. Excluding the impact of the group-buy business and Lefeng, the number of total customers and total orders for Vipshop’s core flash sales business increased by 71% and 75% year over year, respectively. On the mobile platform, the number of total active customers and total orders for Vipshop’s core flash sales business increased by 137% and 141% year over year, respectively.

GROSS PROFIT

Gross profit for the third quarter of 2015 increased by 63% to RMB2.16 billion (US$339 million) from RMB1.33 billion in the prior year period, primarily attributable to the expanding scale of the business. Gross margin remained stable at 24.9%, as compared with the prior year period.

OPERATING INCOME AND EXPENSES

Total operating expenses for the third quarter of 2015 were RMB1.80 billion (US$283 million), as compared with the RMB1.24 billion in the prior year period. As a percentage of total net revenue, total operating expenses decreased to 20.7% from 23.3% in the prior year period.

·                    Fulfillment expenses for the third quarter of 2015 were RMB778 million (US$122 million), as compared with RMB509 million in the prior year period, primarily reflecting the increase in sales volume, and number of orders fulfilled. As a percentage of total net revenue, fulfillment expenses decreased to 9.0% from 9.6% in the prior year period, primarily reflecting the scale effect associated with the growth in total net revenue and the increase in average ticket size.

·                       Marketing expenses for the third quarter of 2015 were RMB470 million (US$74 million), as compared with RMB284 million in the prior year period, reflecting the Company’s strategy to drive long-term growth through increasing investments in strengthening its brand awareness, attracting new users and expanding market share. As a percentage of total net revenue, marketing expenses were 5.4%, as compared to 5.3% in the prior year period.

·                       Technology and content expenses for the third quarter of 2015 were RMB253 million (US$40 million), as compared with RMB190 million in the prior year period, reflecting the Company’s continued efforts to invest in human capital and advanced technologies such as data analytics, which can help improve the ability to predict consumer behavior and further enhance user experience. As a percentage of total net revenue, technology and content expenses decreased to 2.9% from 3.6% in the prior year period, primarily reflecting the scale effect associated with the growth in total net revenue.

·                       General and administrative expenses for the third quarter of 2015 were RMB297 million (US$47 million), as compared with RMB259 million in the prior year period. As a percentage of total net revenue, general and administrative expenses decreased to 3.4% from 4.9% in the prior year period, primarily reflecting the scale effect associated with the growth in total net revenue.

Income from operations for the third quarter of 2015 increased by 241% to RMB436 million (US$69 million) from RMB128 million in the prior year period due to the growing scale of the Company’s operations and decrease in fulfillment, technology and content and general and administrative expenses as a percentage of total net revenue. Operating income margin increased to 5.0% from 2.4% in the prior year period.

Non-GAAP income from operations, which excludes share-based compensation expenses and amortization of intangible assets resulting from a business acquisition, increased by 131% to RMB587 million (US$92 million) from RMB254 million in the prior year period. Non-GAAP operating income margin increased to 6.8% from 4.8% in the prior year period.

6  Beginning in the first quarter of 2015, the Company has updated its definition of “active customers” from “registered members who have purchased products from the Company at least once during the relevant period” to “registered members who have purchased from the Company or the Company’s online marketplace platforms at least once during the relevant period.” The active customer figures in 2014 and 2015 include active Lefeng customers after the Lefeng acquisition was completed in February 2014.

7  Beginning in the first quarter of 2015, the Company has updated its definition of “total orders” from “the total number of orders placed during the relevant period” to “the total number of orders placed during the relevant period, including the orders for products and services sold in the Company’s online sales business and on the Company’s online marketplace platforms, net of orders returned.” The total order figures in 2014 and 2015 include orders attributable to Lefeng after the Lefeng acquisition was completed in February 2014.

8  The prior year period figures of active customers, total orders and repeat customers in this release have also been revised to reflect the broadened definitions to ensure comparability.

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NET INCOME

Exchange loss was RMB57 million (US$9 million), as compared to an exchange gain of RMB21 million in the prior year period, primarily driven by the weakening value of the Renminbi relative to the U.S. dollar.

Net income attributable to Vipshop’s shareholders increased by 90% to RMB317 million (US$50 million) from RMB167 million in the prior year period. Net income margin attributable to Vipshop’s shareholders increased to 3.7% from 3.1% in the prior year period. Net income attributable to Vipshop’s shareholders per diluted ADS9 increased to RMB0.53 (US$0.08) from RMB0.28 in the prior year period.

Non-GAAP net income attributable to Vipshop’s shareholders, which excludes share-based compensation expenses and amortization of intangible assets resulting from a business acquisition and equity method investments, increased by 62% to RMB453 million (US$71 million) from RMB279 million in the prior year period. Non-GAAP net income margin attributable to Vipshop’s shareholders remained stable at 5.2%, as compared to the prior year period. The stagnant growth in non-GAAP net income margin was primarily attributable to the relatively large exchange loss in the period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS increased to RMB0.76 (US$0.12) from RMB0.47 in the prior year period.

For the quarter ended September 30, 2015, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 599,346,325.

As of September 30, 2015, the Company had cash and cash equivalents, and restricted cash of RMB3.54 billion (US$558 million) and held-to-maturity securities of RMB2.58 billion (US$406 million).

For the quarter ended September 30, 2015, net cash from operating activities was RMB285 million (US$45 million).

Recent Developments

In the third quarter of 2015, the Company invested RMB837 million (US$132 million) in securing land for future office space in the Pazhou Internet Innovation Zone in order to accommodate future work force expansion and reduce long-term operating costs.

9  “ADS” means American Depositary Share. Effective November 3, 2014, the Company changed its ADS to Class A Ordinary Share (“Share”) ratio from one ADS representing two ordinary shares to five ADSs representing one ordinary share. The computation of GAAP and non-GAAP income per diluted ADS have been adjusted retroactively for all periods presented to reflect this change.

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Share Repurchase Program

On November 17, 2015, the Company’s board of directors has approved a share repurchase program whereby the Company may purchase its own ADSs with an aggregate value of up to US$300 million over the next 24-month period, ending on November 16, 2017. The Company expects to fund the repurchase out of its existing cash balance, including cash generated from its operations.

The Company expects to effect the proposed share repurchase on the open market at prevailing market prices, in negotiated transactions off the market, and/or in other legally permissible means from time to time as market conditions warrant in compliance with applicable requirements of Rule 10b5-1 and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, at times and in such amounts as the Company deems appropriate. The share repurchase program does not obligate the Company to acquire any particular number of ADSs and may be suspended, terminated or extended at any time at the Company’s discretion without prior notice.

Business Outlook

For the fourth quarter of 2015, the Company expects its total net revenue to be between RMB12.0 billion and RMB12.5 billion, representing a year-over-year growth rate of approximately 43% to 49%. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which is subject to change.

Exchange Rate

This announcement contains currency conversions of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars are made at a rate of RMB6.3556 to US$1.00, the effective noon buying rate for September 30, 2015 as set forth in the H.10 statistical release of the Federal Reserve Board.

Conference Call Information

The Company will hold a conference call on Wednesday, November 18, 2015 at 8:00 am Eastern Time or 9:00 pm Beijing Time to discuss its financial results and operating performance for the third quarter 2015.

The replay will be accessible through November 25, 2015 by dialing the following numbers:

A live and archived webcast of the conference call will also be available at the Company’s investor relations website at http://ir.vip.com.

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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 www.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 demand 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 and in the attachments 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.

Use of Non-GAAP Financial Measures

The unaudited condensed consolidated financial information is prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except that the consolidated statement of shareholders’ equity, consolidated statements of cash flows, and the detailed notes required by Accounting Standards Codification 270 Interim Reporting (“ASC270”), have not been presented. Vipshop uses non-GAAP net income attributable to Vipshop’s shareholders, non-GAAP net income per diluted ADS, non-GAAP income from operations, non-GAAP net income margin, and non-GAAP operating income margin, each of which is a non-GAAP financial measure. Non-GAAP net income attributable to Vipshop’s shareholders is net income attributable to Vipshop’s shareholders excluding share-based compensation expenses and amortization of intangible assets resulting from a business acquisition and equity method investments. Non-GAAP net income per diluted ADS is non-GAAP net income divided by weighted average number of diluted ADS. Non-GAAP income from operations is income from operations excluding share-based compensation expenses and amortization of intangible assets resulting from a business acquisition. Non-GAAP operating income margin is non-GAAP income from operations as a percentage of total net revenue. Non-GAAP net income margin is non-GAAP net income as a percentage of total net revenue. The Company believes that separate analysis and exclusion of the non-cash impact of share-based compensation and amortization of intangible assets adds 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 non-cash share-based compensation expenses and amortization of intangible assets, which 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. In light of the foregoing limitations, you should not consider non-GAAP financial measure in isolation from or as an alternative to the financial measure prepared in accordance with U.S. GAAP.

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

Vipshop Holdings Limited

Millicent Tu

Tel: +86 (20) 2233-0732

Email:IR@vipshop.com

ICR, Inc.

Jeremy Peruski

Tel: +1 (646) 405-4866

Email: IR@vipshop.com

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Vipshop Holdings Limited

Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except per share data)

(1)Other revenues primarily consist of revenues from product promotion and online advertising, fees charged to third-party merchants which the Company provides platform access for sales of their products.

(2) Including shipping and handling expenses, which amounted RMB 244 million and RMB 361 million in the three month periods ended September 30, 2014 and September 30, 2015, respectively.

(3)Including amortization of intangible assets resulting from a business acquisition, which amounted to RMB 61 million and RMB 74 million in the three months period ended September 30, 2014 and September 30, 2015, respectively.

(4)Included income tax benefits of RMB 15 million and RMB 19 million related to the reversal of deferred tax liabilities, which was recognized on the businss acquisition of Lefeng for the three months period ended September 30, 2014 and September 30, 2015, respectively.

(5) Authorized share capital are re-classified and re-designated into Class A ordinary shares and Class B ordinary shares, with each Class A ordinary share being entitled to one vote and each Class B ordinary share being entitled to ten votes on all matters that are subject to shareholder vote.

Vipshop Holdings Limited

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

Vipshop Holdings Limited

Reconciliations of GAAP and Non-GAAP Results