Vertex, Inc. SEC Filings

Vertex, Inc. (VERX) filed its Q3 2025 10‑Q, showing continued growth in software-driven revenue and stable profitability. Revenue was $192.1 million, up from $170.4 million a year ago, led by software subscriptions of $164.8 million and services of $27.3 million. Gross profit reached $121.3 million. Operating income was $4.3 million and net income was $4.0 million, with diluted EPS of $0.02. For the first nine months, revenue totaled $553.7 million and net income was $14.2 million.

The balance sheet remained solid with cash and cash equivalents of $313.5 million and debt of $336.9 million. Current deferred revenue was $333.6 million, reflecting strong contracted demand. Stockholders’ equity rose to $264.5 million, helped by a sharp improvement in accumulated other comprehensive loss.

Operating cash flow was $123.3 million for the nine months, funding investments including $69.3 million of property and equipment and $16.4 million of capitalized software. Vertex recorded fair value updates to ecosio contingent consideration and disclosed a $15.0 million preferred equity investment in Kintsugi AI, aligned with its tax automation strategy.

Vertex, Inc. (VERX) announced its first stock repurchase program, authorizing the buyback of up to $150 million of its Class A common stock. The company said repurchases may occur in open market or privately negotiated transactions, and through other legally permissible means under the Exchange Act.

Management will determine the timing and amount based on market conditions and other factors. Repurchases may also be executed under a Rule 10b5-1 plan, which allows purchases during blackout periods. Any repurchased shares will be available for use in the company’s stock plans and for other corporate purposes. The program has no termination date and may be modified, suspended, or discontinued at any time. The company also furnished a press release with financial results for the quarter ended September 30, 2025 as Exhibit 99.1.

Vertex, Inc. (VERX) furnished preliminary results for the quarter ended September 30, 2025 and announced a leadership transition. CEO, President and Chairperson David DeStefano will retire as an executive officer effective November 10, 2025, remain Chairperson, and serve as a consultant through December 31, 2025 for $235,000, with optional monthly extensions at $50,000 through March 31, 2026.

The Board appointed Christopher Young as CEO, President and a Class III director effective November 10, 2025. His employment terms include a $700,000 base salary, a sign-on RSU grant valued at $25,000,000 vesting over four years, and a $500,000 signing bonus subject to repayment if he departs (outside good reason) or is terminated for cause within two years. Upon a qualifying termination, he is eligible for 24 months of base salary continuation and up to 24 months of health coverage payments, with specified acceleration or continuation of equity vesting tied to change-in-control scenarios.

Vertex, Inc. Schedule 13G/A discloses detailed beneficial ownership by multiple related Reporting Persons. The cover pages show that Amanda Radcliffe beneficially owns 33,273,094.22 shares (20.9% of Class A) and Stefanie Thompson beneficially owns 32,986,261.58 shares (20.7% of Class A), with other family and trust reporting persons holding additional stakes of varying sizes.

The filing states that, based in part on issuer-provided information and assuming conversion of an aggregate 82,155,641 Class B shares on a one-for-one basis, the Reporting Persons acting under a Stockholders' Agreement would be deemed to beneficially own 85,751,483 shares of Class A Common Stock, representing 53.8% of the Class A calculated pursuant to Rule 13d-3. The ownership figures are reported in the filing as of June 30, 2025 and are presented against 77,318,571 shares of Class A outstanding (issuer figure cited as of August 1, 2025).

Insider Trading Alert: The ITEM SECOND IRR. TRUST FBO ANNE MARIE WESTPHAL, a 10% owner and 13(D) group member of Vertex, has executed multiple sales of Class A Common Stock over three consecutive trading days:

• June 20, 2025: Sold 8,832 shares at weighted average price of $35.12
• June 23, 2025: Sold 510 shares at $35.00
• June 24, 2025: Sold 14,425 shares at weighted average price of $35.24

Following these transactions, the trust's holdings decreased to 173,073.706 shares, all held directly. The total disposition amounts to 23,767 shares, with sale prices ranging from $35.00 to $35.625. This significant insider selling activity by a major shareholder could signal important changes in insider sentiment.

A significant insider transaction was reported for Vertex (VERX) involving the ITEM SECOND IRR. TRUST FBO ANNE MARIE WESTPHAL, a 10% owner and 13(D) group member. The trust executed three substantial sales of Class A Common Stock over consecutive days:

• June 16, 2025: Sold 78,248 shares at average price of $36.87
• June 17, 2025: Sold 145,111 shares at average price of $37.16
• June 18, 2025: Sold 157,874 shares at average price of $35.93

Following these transactions, the trust's holdings decreased from approximately 500,000 shares to 196,841 shares, representing a significant reduction of about 60% in their position. The sales were executed at prices ranging from $35.31 to $37.57 per share, with a total transaction value of approximately $14 million.