Vertex authorizes $150M Class A stock repurchase program

Rhea-AI Filing Summary

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.

Insights

Capital allocation analyst

$150M buyback authorized with open-ended duration

Vertex authorized a share repurchase program of up to $150 million for its Class A common stock. The plan permits purchases via open market or privately negotiated transactions, and other methods allowed under the Exchange Act, giving management multiple execution paths.

Management will set the pace and size of repurchases based on market conditions and other factors. The allowance for Rule 10b5-1 plans supports pre-set trading during blackout periods, which can smooth execution.

The program has no termination date as of October 30, 2025, and can be modified, suspended, or discontinued. Actual impact depends on the scale and timing of purchases once disclosed in subsequent updates.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 30, 2025

VERTEX, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39413		23-2081753
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

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2301 Renaissance Blvd.

King of Prussia, Pennsylvania 19406

(Address of principal executive offices) (Zip Code)

(800) 355-3500

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	​	VERX	​	The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02. Results of Operations and Financial Condition.

On November 3, 2025, Vertex, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025 and the adoption of its first-ever stock repurchase program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 8.01. Other Events.

On October 30, 2025, the Company’s Board of Directors authorized a stock repurchase program for up to $150 million of the Company's outstanding shares of Class A common stock (the “Repurchase Program”). Under the Repurchase Program, share repurchases may be made from time to time in one or more open market or privately negotiated transactions, and/or through other legally permissible means in accordance with applicable rules and regulations promulgated under the Exchange Act.

The timing and amount of any shares repurchased will be determined by the Company's management based on its evaluation of market conditions and other factors. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. Any repurchased shares will be available for use in connection with the Company’s stock plans and for other corporate purposes. The Repurchase Program has no termination date and may be modified, suspended or discontinued at any time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 and Item 8.01 shall be deemed to be furnished, and not filed:

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Exhibit No.		Description
99.1		Press Release dated November 3, 2025
104	​	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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 hereunto duly authorized.

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	VERTEX, INC.
Date: November 3, 2025	By:	/s/ Bryan Rowland
	Name:	Bryan Rowland
	Title:	General Counsel and Secretary

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FAQ

What did Vertex (VERX) announce in its 8-K?

Vertex authorized a stock repurchase program for up to $150 million of its Class A common stock and furnished a Q3 2025 press release as Exhibit 99.1.

How large is Vertex’s share repurchase authorization (VERX)?

The authorization is up to $150 million of Class A common stock.

How can Vertex (VERX) execute the buybacks?

Repurchases may be made in open market or privately negotiated transactions, and through other legally permissible means under the Exchange Act.

Can Vertex use a Rule 10b5-1 plan for repurchases?

Yes. The company may repurchase shares under a Rule 10b5-1 plan, allowing purchases during blackout periods.

Does the repurchase program have an end date for Vertex (VERX)?

No. The program has no termination date and may be modified, suspended, or discontinued at any time.

When did the board authorize the Vertex repurchase program?

The Board authorized the program on October 30, 2025.

What will Vertex do with repurchased shares?

Any repurchased shares will be available for use in the company’s stock plans and for other corporate purposes.