Vipshop (NYSE: VIPS) profit soars on REIT windfall as core earnings shrink
Rhea-AI Filing Summary
Vipshop Holdings Limited (VIPS) reported unaudited results for the quarter ended June 30, 2026, in a soft consumer environment. Total net revenues were RMB24.7 billion (US$3.6 billion), slightly below the prior-year period, with gross margin at 23.3% versus 23.5% a year earlier.
Income from operations was RMB1.5 billion (US$224.0 million), while non-GAAP income from operations was RMB2.0 billion (US$295.7 million), both below last year. Reported net income attributable to shareholders surged 189.1% to RMB4.3 billion (US$634.7 million), driven by a one-off investment gain of RMB5.79 billion from listing a commercial REIT, partly offset by related income tax expenses and a one-time withholding tax adjustment. Non-GAAP net income attributable to shareholders fell to RMB392.2 million (US$57.8 million), with non-GAAP net margin at 1.6%.
Vipshop ended the quarter with RMB29.9 billion (US$4.4 billion) in cash and restricted cash plus RMB3.6 billion (US$533.3 million) in short-term investments. Trailing 12‑month free cash inflow was RMB7.20 billion (US$1.06 billion), though the quarter saw free cash outflow. The company returned about US$400 million to shareholders in the first half through dividends and buybacks, repurchased US$99.1 million of ADSs in Q2, and added a new US$1.0 billion repurchase authorization. For Q3 2026, management guides net revenues of RMB20.3–21.4 billion, implying a year-over-year change of approximately −5% to 0%.
Positive
- Reported net income attributable to shareholders rose 189.1% year over year to RMB4.3 billion, primarily due to a RMB5.79 billion investment gain from listing a commercial REIT.
- Balance sheet liquidity is strong, with cash and restricted cash of RMB29.9 billion (US$4.4 billion) and short-term investments of RMB3.6 billion as of June 30, 2026.
- Shareholder returns are sizable: approximately US$400 million returned in the first half via dividends and repurchases, plus a new US$1.0 billion buyback program on top of the existing authorization.
- Trailing 12‑month free cash flow was RMB7.20 billion (US$1.06 billion), up from RMB6.84 billion a year earlier, indicating solid cash generation over the longer period.
Negative
- Underlying profitability weakened: non-GAAP net income attributable to shareholders dropped to RMB392.2 million from RMB2.08 billion in the prior-year quarter, with non-GAAP net margin falling from 8.0% to 1.6%.
- Operating performance softened: income from operations declined to RMB1.5 billion and non-GAAP operating margin to 8.1%, both below the prior-year quarter.
- Tax burden spiked: income tax expenses rose to RMB3.34 billion, driven by tax on the REIT-related investment gain and a one-time withholding tax adjustment on historical dividends.
- Short-term cash generation was weak, with net cash used in operating activities of RMB374.7 million and free cash outflow of RMB748.7 million in the quarter.
- Outlook is cautious: Q3 2026 net revenues are expected between RMB20.3–21.4 billion, implying a year-over-year change between approximately −5% and 0%.
Filing Explained
Vipshop now holds 49% of the completed Commercial REIT, while the new US$1.0 billion buyback remains conditional on exhausting existing capacity.
This Form 6-K reports the June 2026 completion and Shanghai listing of the Vipshop Commercial REIT covering two outlets; Vipshop subscribed for
The transaction raised gross proceeds of approximately
As of
The board's
Key Figures
Key Terms
Gross merchandise value (GMV) financial
Free cash flow financial
Vipshop Commercial REIT financial
Withholding tax expense financial
Off-price retailer market
Offering Details
FAQ
How did Vipshop (VIPS) perform financially in Q2 2026?
What drove the big increase in Vipshop (VIPS) Q2 2026 net income?
How did Vipshop’s non-GAAP profit trend in Q2 2026?
What is Vipshop’s revenue guidance for Q3 2026?
What cash and investments did Vipshop (VIPS) hold as of June 30, 2026?
What is the Vipshop Commercial REIT and its financial impact?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 August 2026
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 x Form 40-F ¨
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release – Vipshop Reports Unaudited Second Quarter 2026 Financial Results |
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.
| Vipshop Holdings Limited | |||
| By | : | /s/ Mark Wang | |
| Name | : | Mark Wang | |
| Title | : | Chief Financial Officer | |
Date: August 25, 2026
Exhibit 99.1
Vipshop Reports Unaudited Second Quarter 2026 Financial Results
Conference Call to Be Held at 7:30 A.M. U.S. Eastern Time on August 25, 2026
Guangzhou, China, August 25, 2026 — Vipshop Holdings Limited (NYSE: VIPS), a leading off-price retailer in China (“Vipshop” or the “Company”), today announced its unaudited financial results for the quarter ended June 30, 2026.
Second Quarter 2026 Highlights
| • | Total net revenues for the second quarter of 2026 were RMB24.7 billion (US$3.6 billion), compared with RMB25.8 billion in the prior year period. |
| • | GMV1 for the second quarter of 2026 was RMB50.6 billion, compared with RMB51.4 billion in the prior year period. |
| • | Gross profit for the second quarter of 2026 was RMB5.8 billion (US$848.1 million), compared with RMB6.1 billion in the prior year period. |
| • | Net income attributable to Vipshop’s shareholders for the second quarter of 2026 increased by 189.1% year over year to RMB4.3 billion (US$634.7 million) from RMB1.5 billion in the prior year period, primarily due to a one-off investment gain of RMB5.79 billion from the listing of a commercial REIT. |
| • | Non-GAAP net income attributable to Vipshop’s shareholders2 for the second quarter of 2026 was RMB392.2 million (US$57.8 million), compared with RMB2.1 billion in the prior year period, primarily due to a one-time withholding tax adjustment relating to certain historical dividend distributions. |
| • | The number of active customers3 for the second quarter of 2026 was 42.3 million, compared with 43.5 million in the prior year period. |
| • | Total orders4 for the second quarter of 2026 were 182.4 million, compared with 193.0 million in the prior year period. |
1 “Gross merchandise value (GMV)” is defined as the total value of all products and services sold through the Company’s online channels, Shan Shan Outlets (including Vipshop Outlet REIT and Vipshop Commercial REIT operated and managed by Shan Shan Outlets), and other Vipshop offline stores during the given period, including the Company’s Vipshop App mobile application, vip.com website, Vipshop WeChat Mini-Program, online stores that are operated at third-party platforms, Shan Shan Outlets and its corresponding Vipshop Outlet REIT, as well as Vipshop offline stores, which were fulfilled by either the Company or its third-party merchants, regardless of whether or not the goods were delivered or returned. GMV includes shipping charges paid by buyers to sellers. Out of prudence, the Company does not consider products or services to be sold if the orders were placed and canceled pre-shipment and only included orders that left the Company’s or other third-party vendors’ warehouses.
2 Non-GAAP net income attributable to Vipshop’s shareholders is a non-GAAP financial measure, which, for the periods presented in this press release, is defined as net income attributable to Vipshop’s shareholders excluding (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment (gain) loss and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments.
3 “Active customers” is defined as registered members who have purchased from the Company’s Vipshop mobile app, vip.com website and Vipshop WeChat Mini-Program at least once during the relevant period.
4 “Total orders” is defined as the total number of orders placed during the given period, including the orders for products and services sold through the Company’s online channels, including the Company’s Vipshop App mobile application, vip.com website, Vipshop WeChat Mini-Program, online stores that are operated at third-party platforms (excluding, for the avoidance of doubt, orders from the Company’s offline stores and outlets), net of orders returned.
1
Mr. Eric Shen, Chairman and Chief Executive Officer of Vipshop, stated, “We navigated a challenging consumer environment in the second quarter by staying disciplined to our core value proposition — offering a curated selection of high-value branded products to our most loyal customers. The solid performance of our active SVIPs validated the enduring strength of our business model. Leveraging our proven foundation, we are actively strengthening our competitive moat by sharpening merchandising, elevating customer experience, and scaling AI across our operations. These focused initiatives position us firmly for sustainable, long-term growth.”
Mr. Mark Wang, Chief Financial Officer of Vipshop, further commented, “In the second quarter, our top-line performance stayed within our guided range, reflecting disciplined execution amid subdued consumer demand. We maintained a steadfast focus on margin health, which helped preserve operating profitability. During the first half, we returned approximately US$400 million to shareholders through dividends and share repurchases, and we remain on track to meet our full-year shareholder return target. Supported by solid operating fundamentals and strong cash generation to reinvest strategically, we are confident in our path toward profitable, long-term growth.”
Second Quarter 2026 Financial Results
REVENUES
Total net revenues for the second quarter of 2026 were RMB24.7 billion (US$3.6 billion), compared with RMB25.8 billion in the prior year period.
GROSS PROFIT
Gross profit for the second quarter of 2026 was RMB5.8 billion (US$848.1 million), compared with RMB6.1 billion in the prior year period. Gross margin for the second quarter of 2026 was 23.3%, compared with 23.5% in the prior year period.
OPERATING EXPENSES
Total operating expenses for the second quarter of 2026 decreased by 2.4% year over year to RMB4.5 billion (US$656.5 million) from RMB4.6 billion in the prior year period. As a percentage of total net revenues, total operating expenses for the second quarter of 2026 were 18.0%, compared with 17.7% in the prior year period.
| • | Fulfillment expenses for the second quarter of 2026 were RMB2.14 billion (US$315.1 million), compared with RMB2.11 billion in the prior year period. As a percentage of total net revenues, fulfillment expenses for the second quarter of 2026 were 8.7%, compared with 8.2% in the prior year period. |
| • | Marketing expenses for the second quarter of 2026 were RMB760.3 million (US$112.1 million), compared with RMB715.9 million in the prior year period. As a percentage of total net revenues, marketing expenses for the second quarter of 2026 were 3.1%, compared with 2.8% in the prior year period. |
| • | Technology and content expenses for the second quarter of 2026 were RMB486.2 million (US$71.7 million), compared with RMB442.0 million in the prior year period. As a percentage of total net revenues, technology and content expenses for the second quarter of 2026 were 2.0%, compared with 1.7% in the prior year period. |
2
| • | General and administrative expenses for the second quarter of 2026 decreased by 17.5% year over year to RMB1.1 billion (US$157.7 million), compared with RMB1.3 billion in the prior year period, primarily due to higher share-based compensation expenses for Shan Shan Outlets recorded in the prior year period. As a percentage of total net revenues, general and administrative expenses for the second quarter of 2026 decreased to 4.3% from 5.0% in the prior year period. |
INCOME FROM OPERATIONS
Income from operations for the second quarter of 2026 was RMB1.5 billion (US$224.0 million), compared with RMB1.7 billion in the prior year period. Operating margin for the second quarter of 2026 was 6.2%, compared with 6.6% in the prior year period.
Non-GAAP income from operations5 for the second quarter of 2026, which excluded share-based compensation expenses, was RMB2.0 billion (US$295.7 million), compared with RMB2.4 billion in the prior year period. Non-GAAP operating margin6 for the second quarter of 2026 was 8.1%, compared with 9.3% in the prior year period.
INCOME TAX EXPENSES
Income Tax Expenses for the second quarter of 2026 were RMB3.3 billion (US$491.8 million), compared with RMB407.2 million in the prior year period. The increase was primarily driven by (i) an income tax expense of RMB1.63 billion relating to the one-off investment gain recognized by Shan Shan Commercial Group Co., Ltd., the original holder of the underlying assets, upon the issuance of a commercial REIT, and (ii) an accrued withholding tax expense of RMB1.56 billion reflecting the withholding tax treatments of historical dividend distributions from mainland China to Hong Kong regarding applicable policies on tax treaty benefits.
NET INCOME
Net income attributable to Vipshop’s shareholders for the second quarter of 2026 increased by 189.1% year over year to RMB4.3 billion (US$634.7 million) from RMB1.5 billion in the prior year period, primarily due to a one-off investment gain of RMB5.79 billion from the listing of a commercial REIT. Net margin attributable to Vipshop’s shareholders for the second quarter of 2026 increased to 17.4% from 5.8% in the prior year period. Net income attributable to Vipshop’s shareholders per diluted ADS7 for the second quarter of 2026 increased to RMB8.82 (US$1.30) from RMB2.91 in the prior year period.
Non-GAAP net income attributable to Vipshop’s shareholders for the second quarter of 2026, which excluded (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment (gain) loss 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 RMB392.2 million (US$57.8 million), compared with RMB2.1 billion in the prior year period, primarily due to a one-time withholding tax adjustment relating to certain historical dividend distributions. Non-GAAP net margin attributable to Vipshop’s shareholders8 for the second quarter of 2026 was 1.6%, compared with 8.0% in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS9 for the second quarter of 2026 was RMB0.80 (US$0.12), compared with RMB4.06 in the prior year period.
5 Non-GAAP income from operations is a non-GAAP financial measure, which is defined as income from operations excluding share-based compensation expenses.
6 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.
7 “ADS” means American depositary share, each of which represents 0.2 Class A ordinary share.
8 Non-GAAP net 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.
9 Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to Vipshop’s shareholders, divided by the weighted average number of diluted ADSs outstanding for computing diluted earnings per ADS.
3
For the quarter ended June 30, 2026, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 488,098,800.
BALANCE SHEET AND CASH FLOW
As of June 30, 2026, the Company had cash and cash equivalents and restricted cash of RMB29.9 billion (US$4.4 billion) and short term investments of RMB3.6 billion (US$533.3 million).
For the quarter ended June 30, 2026, net cash used in operating activities was RMB374.7 million (US$55.2 million), and free cash flow10, a non-GAAP measurement of liquidity, was as follows:
| For the three months ended | ||||||||||||
| June 30, 2025 RMB’000 | June 30, 2026 RMB’000 | June 30, 2026 US$’000 | ||||||||||
| Net cash generated from (used in) operating activities | 1,301,049 | (374,692 | ) | (55,223 | ) | |||||||
| Reconciling items: | ||||||||||||
| Net impact from internet financing activities11 | 56,614 | (130,015 | ) | (19,162 | ) | |||||||
| Capital expenditures | (555,862 | ) | (244,000 | ) | (35,961 | ) | ||||||
| Free cash inflow (outflow) | 801,801 | (748,707 | ) | (110,346 | ) | |||||||
| For the trailing twelve months ended | ||||||||||||
| June 30, 2025 RMB’000 | June 30, 2026 RMB’000 | June 30, 2026 US$’000 | ||||||||||
| Net cash generated from operating activities | 9,673,390 | 8,766,247 | 1,291,985 | |||||||||
| Reconciling items: | ||||||||||||
| Net impact from internet financing activities | 73,437 | (51,648 | ) | (7,612 | ) | |||||||
| Capital expenditures | (2,908,504 | ) | (1,512,848 | ) | (222,966 | ) | ||||||
| Free cash inflow | 6,838,323 | 7,201,751 | 1,061,407 | |||||||||
10 Free cash flow is a non-GAAP financial measure, which is defined as 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.
11 Net impact from internet financing activities represents net cash flow relating to the Company’s financial products, which are primarily consumer financing and supplier financing that the Company provides to its customers and suppliers.
4
Share Repurchase Program
During the quarter ended June 30, 2026, the Company repurchased US$99.1 million of its ADSs under its current US$1.0 billion share repurchase program adopted in February 2025, as amended (the “Existing Program”), which is effective through February 2027. As of June 30, 2026, the Company had an unutilized amount of US$216.9 million under the Existing Program.
In addition, on August 20, 2026, the board of directors authorized a new share repurchase program under which the Company may repurchase up to US$1.0 billion of its American depositary shares or Class A ordinary shares for a 24-month period commencing from the full utilization of the Existing Program.
The Company will implement its share repurchases in accordance with applicable rules and requirements under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. The Company’s board of directors will review the share repurchase programs periodically, and may authorize adjustment of their terms and size. The Company expects to fund the repurchases out of its existing cash balance.
Recent Development
In June 2026, the Company listed a closed-end commercial real estate securities investment fund in relation to two outlets operated by Shan Shan Outlets (the “Vipshop Commercial REIT”) on the Shanghai Stock Exchange (fund code: 508603.SH). The Company subscribed for 49% of the units issued by the Vipshop Commercial REIT and deconsolidated the underlying entities holding the two outlets under U.S. GAAP. Upon the completion of the Vipshop Commercial REIT, the Company raised gross proceeds of approximately RMB7.70 billion. During the second quarter of 2026, the Company recognized an investment gain of RMB5.79 billion, with an associated income tax expense of RMB1.63 billion.
Business Outlook
For the third quarter of 2026, the Company expects its total net revenues to be between RMB20.3 billion and RMB21.4 billion, representing a year-over-year decrease of approximately 5% to 0%. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which is subject to change.
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 RMB6.7851 to US$1.00, the effective noon buying rate on June 30, 2026 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 June 30, 2026 or at any other rate.
Conference Call Information
The Company will hold a conference call on Tuesday, August 25, 2026 at 7:30 am U.S. Eastern Time, 7:30 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.
5
Registration Link:
https://register-conf.media-server.com/register/BI9c75c14882da41dfae0c983d6e126453
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/qifrf6to. 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 off-price retailer in China. Vipshop offers high-quality and popular branded products to consumers throughout China at deep discounts through diverse online and offline channels. Since its founding in 2008, the Company has built a large and loyal customer base and extensive brand partnerships. 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 off-price retailer 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.
6
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 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 (gain) loss 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 (gain) loss 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 (gain) loss 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 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.
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
7
| Vipshop Holdings Limited |
| Unaudited Condensed Consolidated Statements of Income and Comprehensive Income |
| (In thousands, except for share and per share data) |
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||
| June 30,2025 | June 30,2026 | June 30,2026 | June 30,2025 | June 30,2026 | June 30,2026 | |||||||||||||||||||
| RMB'000 | RMB'000 | USD'000 | RMB'000 | RMB'000 | USD'000 | |||||||||||||||||||
| Product revenues | 23,797,383 | 22,660,148 | 3,339,693 | 48,090,503 | 46,991,741 | 6,925,726 | ||||||||||||||||||
| Other revenues (1) | 2,008,977 | 2,047,001 | 301,691 | 3,984,399 | 4,289,916 | 632,255 | ||||||||||||||||||
| Total net revenues | 25,806,360 | 24,707,149 | 3,641,384 | 52,074,902 | 51,281,657 | 7,557,981 | ||||||||||||||||||
| Cost of revenues | (19,751,363 | ) | (18,952,457 | ) | (2,793,247 | ) | (39,937,696 | ) | (39,031,816 | ) | (5,752,578 | ) | ||||||||||||
| Gross profit | 6,054,997 | 5,754,692 | 848,137 | 12,137,206 | 12,249,841 | 1,805,403 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Fulfillment expenses (2) | (2,109,239 | ) | (2,138,027 | ) | (315,106 | ) | (3,999,193 | ) | (4,184,948 | ) | (616,785 | ) | ||||||||||||
| Marketing expenses | (715,900 | ) | (760,337 | ) | (112,060 | ) | (1,448,048 | ) | (1,479,648 | ) | (218,073 | ) | ||||||||||||
| Technology and content expenses | (442,039 | ) | (486,175 | ) | (71,653 | ) | (891,109 | ) | (934,386 | ) | (137,711 | ) | ||||||||||||
| General and administrative expenses | (1,296,338 | ) | (1,069,893 | ) | (157,683 | ) | (2,247,136 | ) | (2,020,349 | ) | (297,763 | ) | ||||||||||||
| Total operating expenses | (4,563,516 | ) | (4,454,432 | ) | (656,502 | ) | (8,585,486 | ) | (8,619,331 | ) | (1,270,332 | ) | ||||||||||||
| Other operating income | 206,423 | 219,397 | 32,335 | 422,979 | 386,916 | 57,024 | ||||||||||||||||||
| Income from operations | 1,697,904 | 1,519,657 | 223,970 | 3,974,699 | 4,017,426 | 592,095 | ||||||||||||||||||
| Investment gain (loss) and revaluation of investments | 37,106 | 5,801,875 | 855,091 | (353 | ) | 5,853,058 | 862,634 | |||||||||||||||||
| Impairment loss of investments | - | (23,738 | ) | (3,499 | ) | - | (23,738 | ) | (3,499 | ) | ||||||||||||||
| Interest expense | (23,482 | ) | (242,774 | ) | (35,780 | ) | (33,721 | ) | (272,685 | ) | (40,189 | ) | ||||||||||||
| Interest income | 195,951 | 180,179 | 26,555 | 418,901 | 360,202 | 53,087 | ||||||||||||||||||
| Exchange loss | (18,849 | ) | (13,172 | ) | (1,941 | ) | (31,784 | ) | (31,984 | ) | (4,714 | ) | ||||||||||||
| Income before income tax expense and share of income of equity method investees | 1,888,630 | 7,222,027 | 1,064,396 | 4,327,742 | 9,902,279 | 1,459,414 | ||||||||||||||||||
| Income tax expenses | (407,189 | ) | (3,337,244 | ) | (491,849 | ) | (914,856 | ) | (3,856,535 | ) | (568,383 | ) | ||||||||||||
| Share of income of equity method investees | 36,357 | 455,250 | 67,096 | 85,222 | 557,773 | 82,206 | ||||||||||||||||||
| Net income | 1,517,798 | 4,340,033 | 639,643 | 3,498,108 | 6,603,517 | 973,237 | ||||||||||||||||||
| Net income attributable to non-controlling interests | (28,049 | ) | (33,840 | ) | (4,987 | ) | (65,514 | ) | (91,017 | ) | (13,414 | ) | ||||||||||||
| Net income attributable to Vipshop's shareholders | 1,489,749 | 4,306,193 | 634,656 | 3,432,594 | 6,512,500 | 959,823 | ||||||||||||||||||
| Shares used in calculating earnings per share (3): | ||||||||||||||||||||||||
| Weighted average number of Class A and Class B ordinary shares: | ||||||||||||||||||||||||
| —Basic | 101,229,148 | 96,241,715 | 96,241,715 | 101,951,703 | 96,134,860 | 96,134,860 | ||||||||||||||||||
| —Diluted | 102,353,164 | 97,619,760 | 97,619,760 | 103,374,279 | 98,133,799 | 98,133,799 | ||||||||||||||||||
| Net earnings per Class A and Class B ordinary share | ||||||||||||||||||||||||
| Net income attributable to Vipshop's shareholders——Basic | 14.72 | 44.74 | 6.59 | 33.67 | 67.74 | 9.98 | ||||||||||||||||||
| Net income attributable to Vipshop's shareholders——Diluted | 14.55 | 44.11 | 6.50 | 33.21 | 66.36 | 9.78 | ||||||||||||||||||
| Net earnings per ADS (1 ordinary share equals to 5 ADSs) | ||||||||||||||||||||||||
| Net income attributable to Vipshop's shareholders——Basic | 2.94 | 8.95 | 1.32 | 6.73 | 13.55 | 2.00 | ||||||||||||||||||
| Net income attributable to Vipshop's shareholders——Diluted | 2.91 | 8.82 | 1.30 | 6.64 | 13.27 | 1.96 | ||||||||||||||||||
| (1) Other revenues primarily consist of product promotion and online advertising revenues, lease income mainly earned from the Shan Shan Outlets ,fees charged to third-party merchants which the Company provides platform access for sales of their products, revenue from third-party logistics services, loan facilitation service income and membership fee income. | (1) Other revenues primarily consist of product promotion and online advertising revenues, lease income mainly earned from the Shan Shan Outlets ,fees charged to third-party merchants which the Company provides platform access for sales of their products, revenue from third-party logistics services, loan facilitation service income and membership fee income. | |
| (2) Fulfillment expenses include shipping and handling expenses, which amounted RMB 1.5 billion and RMB 1.6 billion in the three month periods ended June 30,2025 and June 30,2026, respectively. | (2) Fulfillment expenses include shipping and handling expenses, which amounted RMB 2.8 billion and RMB 3.0 billion in the six month periods ended June 30,2025 and June 30,2026, respectively. | |
| (3) Authorized share capital is 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. | (3) Authorized share capital is 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. |
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||
| June 30,2025 | June 30,2026 | June 30,2026 | June 30,2025 | June 30,2026 | June 30,2026 | |||||||||||||||||||
| RMB'000 | RMB'000 | USD'000 | RMB'000 | RMB'000 | USD'000 | |||||||||||||||||||
| Share-based compensation expenses are included in the operating expenses as follows: | ||||||||||||||||||||||||
| Fulfillment expenses | 15,844 | 15,115 | 2,228 | 36,021 | 30,201 | 4,451 | ||||||||||||||||||
| Marketing expenses | 18,177 | 13,611 | 2,006 | 25,219 | 25,717 | 3,790 | ||||||||||||||||||
| Technology and content expenses | 73,992 | 77,702 | 11,452 | 162,837 | 146,065 | 21,527 | ||||||||||||||||||
| General and administrative expenses | 589,838 | 380,086 | 56,018 | 824,376 | 505,177 | 74,454 | ||||||||||||||||||
| Total | 697,851 | 486,514 | 71,704 | 1,048,453 | 707,160 | 104,222 | ||||||||||||||||||
8
Vipshop Holdings Limited
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except for share and per share data)
| December 31,2025 | June 30,2026 | June 30,2026 | ||||||||||
| RMB'000 | RMB'000 | USD'000 | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 22,990,435 | 29,246,429 | 4,310,390 | |||||||||
| Restricted cash | 1,132,729 | 604,940 | 89,157 | |||||||||
| Short term investments | 5,777,222 | 3,618,481 | 533,298 | |||||||||
| Accounts receivable, net | 889,220 | 564,378 | 83,179 | |||||||||
| Amounts due from related parties,net | 762,781 | 2,304,182 | 339,594 | |||||||||
| Other receivables and prepayments,net | 2,860,301 | 3,126,697 | 460,818 | |||||||||
| Loan receivables,net | 9,166 | 5,094 | 751 | |||||||||
| Inventories | 5,153,413 | 4,327,466 | 637,790 | |||||||||
| Total current assets | 39,575,267 | 43,797,667 | 6,454,977 | |||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | 18,311,533 | 16,396,786 | 2,416,587 | |||||||||
| Deposits for property and equipment | 6,420 | 7,187 | 1,059 | |||||||||
| Land use rights, net | 10,426,682 | 9,895,876 | 1,458,472 | |||||||||
| Intangible assets, net | 324,067 | 322,176 | 47,483 | |||||||||
| Investment in equity method investees | 3,136,784 | 7,616,184 | 1,122,487 | |||||||||
| Other investments | 4,800,356 | 4,980,862 | 734,088 | |||||||||
| Held-to-maturity securities | - | 806,443 | 118,855 | |||||||||
| Other long-term assets | 351,085 | 245,460 | 36,176 | |||||||||
| Goodwill | 755,213 | 651,522 | 96,022 | |||||||||
| Deferred tax assets, net | 757,113 | 745,599 | 109,888 | |||||||||
| Operating lease right-of-use assets | 398,798 | 391,481 | 57,697 | |||||||||
| Total non-current assets | 39,268,051 | 42,059,576 | 6,198,814 | |||||||||
| TOTAL ASSETS | 78,843,318 | 85,857,243 | 12,653,791 | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Short term loans | 5,844,620 | 10,968,130 | 1,616,502 | |||||||||
| Accounts payable | 12,536,639 | 10,350,342 | 1,525,452 | |||||||||
| Advance from customers | 1,890,586 | 1,400,249 | 206,371 | |||||||||
| Accrued expenses and other current liabilities | 9,941,146 | 10,777,673 | 1,588,432 | |||||||||
| Amounts due to related parties | 101,782 | 116,306 | 17,141 | |||||||||
| Deferred income | 520,853 | 534,916 | 78,837 | |||||||||
| Operating lease liabilities | 47,458 | 46,005 | 6,780 | |||||||||
| Total current liabilities | 30,883,084 | 34,193,621 | 5,039,515 | |||||||||
| Non-current liabilities | ||||||||||||
| Deferred tax liability | 707,322 | 625,720 | 92,220 | |||||||||
| Deferred income-non current | 2,252,797 | 2,150,778 | 316,985 | |||||||||
| Operating lease liabilities | 556,951 | 554,729 | 81,757 | |||||||||
| Total non-current liabilities | 3,517,070 | 3,331,227 | 490,962 | |||||||||
| TOTAL LIABILITIES | 34,400,154 | 37,524,848 | 5,530,477 | |||||||||
| EQUITY | ||||||||||||
| Total shareholders' equity (US$0.0001 par value, 500 million shares authorized, 101.4 million shares issued, and 95.1 million shares outstanding as of June 30, 2026) (4) | 41,004,749 | 44,987,634 | 6,630,357 | |||||||||
| Non-controlling interests | 3,438,415 | 3,344,761 | 492,957 | |||||||||
| Total shareholders' equity | 44,443,164 | 48,332,395 | 7,123,314 | |||||||||
| Total liabilities and shareholders’ equity | 78,843,318 | 85,857,243 | 12,653,791 | |||||||||
(4) The number of treasury stock as of June 30, 2026 was 6.3 million, all of which are Class A ordinary shares repurchased under the share repurchase program.
9
Vipshop Holdings Limited
Reconciliations of GAAP and Non-GAAP Results
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||
| June 30,2025 | June 30,2026 | June 30,2026 | June 30,2025 | June 30,2026 | June 30,2026 | |||||||||||||||||||
| RMB'000 | RMB'000 | USD'000 | RMB'000 | RMB'000 | USD'000 | |||||||||||||||||||
| Income from operations | 1,697,904 | 1,519,657 | 223,970 | 3,974,699 | 4,017,426 | 592,095 | ||||||||||||||||||
| Share-based compensation expenses | 697,851 | 486,514 | 71,704 | 1,048,453 | 707,160 | 104,222 | ||||||||||||||||||
| Non-GAAP income from operations | 2,395,755 | 2,006,171 | 295,674 | 5,023,152 | 4,724,586 | 696,317 | ||||||||||||||||||
| Net income attributable to Vipshop's shareholders | 1,489,749 | 4,306,193 | 634,656 | 3,432,594 | 6,512,500 | 959,823 | ||||||||||||||||||
| Share-based compensation expenses | 697,851 | 486,514 | 71,704 | 1,048,453 | 707,160 | 104,222 | ||||||||||||||||||
| Impairment loss of investments | - | 23,738 | 3,499 | - | 23,738 | 3,499 | ||||||||||||||||||
| Investment (gain) loss and revaluation of investments excluding dividends | (36,715 | ) | (5,780,744 | ) | (851,976 | ) | 744 | (5,831,927 | ) | (859,520 | ) | |||||||||||||
| Reconciling items on the share of equity method investments(5) | 23,641 | (75,267 | ) | (11,093 | ) | 23,702 | (113,629 | ) | (16,747 | ) | ||||||||||||||
| Tax effects on non-GAAP adjustments | (97,308 | ) | 1,431,779 | 211,018 | (119,891 | ) | 1,399,993 | 206,333 | ||||||||||||||||
| Non-GAAP net income attributable to Vipshop's shareholders | 2,077,218 | 392,213 | 57,808 | 4,385,602 | 2,697,835 | 397,610 | ||||||||||||||||||
| (5) To exclude the GAAP to non-GAAP reconciling items relating to investment gain and revaluation of investments on the share of equity method investments. |
| Shares used in calculating earnings per share: | ||||||||||||||||||||||||
| Weighted average number of Class A and Class B ordinary shares: | ||||||||||||||||||||||||
| —Basic | 101,229,148 | 96,241,715 | 96,241,715 | 101,951,703 | 96,134,860 | 96,134,860 | ||||||||||||||||||
| —Diluted | 102,353,164 | 97,619,760 | 97,619,760 | 103,374,279 | 98,133,799 | 98,133,799 | ||||||||||||||||||
| Non-GAAP net income per Class A and Class B ordinary share | ||||||||||||||||||||||||
| Non-GAAP net income attributable to Vipshop's shareholders——Basic | 20.52 | 4.08 | 0.60 | 43.02 | 28.06 | 4.14 | ||||||||||||||||||
| Non-GAAP net income attributable to Vipshop's shareholders——Diluted | 20.29 | 4.02 | 0.59 | 42.42 | 27.49 | 4.05 | ||||||||||||||||||
| Non-GAAP net income per ADS (1 ordinary share equal to 5 ADSs) | ||||||||||||||||||||||||
| Non-GAAP net income attributable to Vipshop's shareholders——Basic | 4.10 | 0.82 | 0.12 | 8.60 | 5.61 | 0.83 | ||||||||||||||||||
| Non-GAAP net income attributable to Vipshop's shareholders——Diluted | 4.06 | 0.80 | 0.12 | 8.48 | 5.50 | 0.81 |
10