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 August 2016

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: August 17, 2016

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EXHIBIT INDEX

Exhibit 99.1 — Press Release

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Exhibit 99.1

Vipshop Reports Unaudited Second Quarter 2016 Financial Results

2Q16 Total Net Revenue up 49.0% YoY to RMB13.44 Billion (US$2.02 Billion)

2Q16 Income from Operations up 47.1% YoY to RMB643.9 Million (US$96.9 Million)

Conference Call to be Held at 8:00 AM U.S. Eastern Time on August 16, 2016

Guangzhou, China, August 15, 2016 — 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 second quarter ended June 30, 2016.

Second Quarter 2016 Highlights

·                   Total net revenue increased by 49.0% to RMB13.44 billion (US$2.02 billion), primarily attributable to a 62% year-over-year increase in the number of active customers1 to 23.0 million and a 54% year-over-year increase in total orders2 to 68.9 million.

·                      Gross profit increased by 44.0% to RMB3.24 billion (US$487.7 million) from RMB2.25 billion in the prior year period.

·                      Income from operations increased by 47.1% to RMB643.9 million (US$96.9 million) from RMB437.8 million in the prior year period. Operating margin was 4.8% as compared with 4.9% in the prior year period.

·                      Non-GAAP income from operations3 increased by 47.2% to RMB837.2 million (US$126.0 million) from RMB568.6 million in the prior year period. Non-GAAP operating margin4 was 6.2% as compared with 6.3% in the prior year period.

·                      Net income attributable to Vipshop’s shareholders increased by 13.1% to RMB451.6 million (US$68.0 million) from RMB399.3 million in the prior year period.

·                      Non-GAAP net income attributable to Vipshop’s shareholder5 increased by 30.9% to RMB677.5 million (US$101.9 million) from RMB517.6 million in the prior year period.

“We are pleased to have announced solid results for the second quarter of 2016,” said Mr. Eric Shen, chairman and chief executive officer of Vipshop, “Despite the challenging macro environment, we successfully delivered accelerated growth in revenues, active customers and total orders over the past quarter. With the addition of more than 8.2 million new customers in the second quarter, which represents a 50% increase compared to the same period in the prior year, we also experienced further diversification of our customer base towards younger and more Internet- and mobile-savvy shoppers. To better target these expanding demographics, we have enhanced the customization of our product offerings which are tailored to shoppers in various age groups. Looking forward, we will continue to focus on diversifying our product offerings and delivering more personalized products and services to our valued customers. We are confident that we have the right strategic plan and team in place to continue to grow our business and create significant value for our shareholders.”

Mr. Donghao Yang, chief financial officer of Vipshop, commented, “Consistent with our growth strategy, in the past quarter, we reaccelerated our top-line growth and significantly strengthened our operating cash flow. Additionally, we remain focused on enhancing and expanding our logistics capabilities and are on track to add approximately 500,000 square meters of warehousing capacity by the end of this year. Looking ahead, we aim to continue delivering solid top-line growth while maintaining our margins. We remain focused on providing our customers with high quality end-to-end user experience through our robust logistics platform. By doing so, we are confident that we will continue to drive sustainable growth and generate additional value for all of our stakeholders.”

1  “Active customers” are defined as registered members who have purchased from the Company or the Company’s online marketplace platforms at least once during the relevant period.

2  “Total orders” are defined as 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.

3  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.

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

5  Non-GAAP net income attributable to Vipshop’s shareholders is a non-GAAP financial measure. Effective from the fourth quarter of 2015, the non-GAAP net income attributable to Vipshop’s shareholders is defined as net income attributable to Vipshop’s shareholders excluding share-based compensation expenses, impairment loss of investments, and amortization of intangible assets resulting from a business acquisition and equity method investments.

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Second Quarter 2016 Financial Results

REVENUE

Total net revenue for the second quarter of 2016 increased by 49.0% to RMB13.44 billion (US$2.02 billion) from RMB9.02 billion in the prior year period, primarily driven by the growth in the numbers of total active customers, repeat customers, and total orders.

The number of active customers for the second quarter of 2016 increased by 62% to 23.0 million from 14.2 million in the prior year period. The number of total orders for the second quarter of 2016 increased by 54% to 68.9 million from 44.9 million in the prior year period.

GROSS PROFIT

Gross profit for the second quarter of 2016 increased by 44.0% to RMB3.24 billion (US$487.7 million) from RMB2.25 billion in the prior year period. Gross margin was 24.1%, as compared with 25.0% in the prior year period. The decrease in gross margin was primarily due to the Company’s promotional activities that made the pricing more attractive to customers.

OPERATING INCOME AND EXPENSES

Total operating expenses for the second quarter of 2016 were RMB2.65 billion (US$398.8 million), as compared with RMB1.85 billion in the prior year period. As a percentage of total net revenue, total operating expenses decreased to 19.7% from 20.6% in the prior year period.

·                   Fulfillment expenses for the second quarter of 2016 were RMB1.15 billion (US$173.4 million), as compared with RMB819.6 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 8.6% from 9.1% in the prior year period, primarily reflecting the scale effect associated with the growth in total net revenue and improved fulfillment efficiency.

·                      Marketing expenses for the second quarter of 2016 were RMB672.3 million (US$101.2 million), as compared with RMB502.6 million in the prior year period, reflecting the Company’s strategy to drive long-term growth through sustainable investments to strengthen its brand awareness, attract new users and expand market share. As a percentage of total net revenue, marketing expenses decreased to 5.0% from 5.6% in the prior year period, primarily reflecting the Company’s cost control efforts.

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·                      Technology and content expenses for the second quarter of 2016 were RMB391.5 million (US$58.9 million), as compared with RMB245.7 million in the prior year period, reflecting the Company’s continued efforts to invest in human capital, advanced technologies such as data analytics as well as new business opportunities including the Internet finance unit. As a percentage of total net revenue, technology and content expenses were 2.9% as compared with 2.7% in the prior year period.

·                      General and administrative expenses for the second quarter of 2016 were RMB434.2 million (US$65.3 million), as compared with RMB286.7 million in the prior year period. As a percentage of total net revenue, general and administrative expenses were 3.2% as compared with 3.2% in the prior year period.

Income from operations for the second quarter of 2016 increased by 47.1% to RMB643.9 million (US$96.9 million) from RMB437.8 million in the prior year period due to the growing scale of the Company’s operations. Operating margin was 4.8% as compared with 4.9% 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 47.2% to RMB837.2 million (US$126.0 million) from RMB568.6 million in the prior year period. Non-GAAP operating income margin was 6.2% as compared with 6.3% in the prior year period.

NET INCOME

Net income attributable to Vipshop’s shareholders increased by 13.1% to RMB451.6 million (US$68.0 million) from RMB399.3 million in the prior year period. Net margin attributable to Vipshop’s shareholders was 3.4%, as compared with 4.4% in the prior year period. The decline is partly attributable to lower interest income as well as an RMB48.6 million impairment loss of investments. Net income attributable to Vipshop’s shareholders per diluted ADS6 increased to RMB0.76 (US$0.11) from RMB0.66 in the prior year period.

Non-GAAP net income attributable to Vipshop’s shareholders, which excludes share-based compensation expenses, impairment loss of investments, and amortization of intangible assets resulting from a business acquisition and equity method investments, increased by 30.9% to RMB677.5 million (US$101.9 million) from RMB517.6 million in the prior year period. Non-GAAP net margin attributable to Vipshop’s shareholders was 5.0%, as compared with 5.7% in the prior year period. This decline is primarily due to lower interest income. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS increased to RMB1.12 (US$0.17) from RMB0.86 in the prior year period.

For the quarter ended June 30, 2016, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 622,778,103.

6  “ADS” means American depositary share, each of which represents 0.2 Class A ordinary share.

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BALANCE SHEET AND CASH FLOW

As of June 30, 2016, the Company had cash and cash equivalents, and restricted cash of RMB3.27 billion (US$491.7 million) and held-to-maturity securities of RMB1.75 billion (US$263.5 million).

For the quarter ended June 30, 2016, operating cash was RMB1.23 billion, and free cash flow7, a non-GAAP measurement of liquidity, was as follows:

Business Outlook

For the third quarter of 2016, the Company expects its total net revenue to be between RMB11.9 billion and RMB12.4 billion, representing a year-over-year growth rate of approximately 37% to 43%. 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 RMB6.6459 to US$1.00, the effective noon buying rate for June 30, 2016 as set forth in the H.10 statistical release of the Federal Reserve Board.

7  As used in this press release, free cash flow is defined as operating cash flow adding back the impact from internet financing activities and less capital expenditures, which include purchase of property and equipment, purchase and deposits of land use rights and purchase of other assets.

8 Impact from Internet financing activities added back to free cash flow contains changes in the balances of financial products, which are primarily “Weipin Spend” and “Wei Yidai” that the Company provides to customers and suppliers respectively.

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Conference Call Information

The Company will hold a conference call on Tuesday, August 16, 2016 at 8:00 am Eastern Time or 8:00 pm Beijing Time to discuss its financial results and operating performance for the second quarter of 2016.

The replay will be accessible through August 24, 2016 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.

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.

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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, free cash flow, 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, impairment loss of investments, 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. Free cash flow is the operating cash flow adding back the impact from Internet financing activities and less capital expenditures, which include purchase of property and equipment, purchase and deposits of land use rights, and purchase of other assets. The Company believes that separate analysis and exclusion of the non-cash impact of share-based compensation, impairment loss of investments 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, impairment loss of investments, and amortization of intangible assets. 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 and technology platform. Share-based compensation expenses and amortization of intangible assets 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. 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 third-party logistics services, product promotion and online advertising, fees charged to third-party merchants which the Company provides platform access for sales of their products,and inventory and warehouse management services to certain suppliers.

(2) Including shipping and handling expenses, which amounted RMB 301million and RMB 617 million  in the three month periods ended June 30, 2015 and June 30, 2016, respectively.

(3)Including amortization of intangible assets resulting from a business acquisition, which amounted to RMB 61 million and RMB 77 million in the three months period ended June 30, 2015 and June 30, 2016, respectively.

(4)Included income tax benefits of RMB 15 million and RMB 20 million related to the reversal of deferred tax liabilities, which was recognized on the businss acquisition of Lefeng for the three months period ended June 30, 2015 and June 30, 2016, 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