VTEX (NYSE: VTEX) CEO reports extensive option, RSU and share holdings

Rhea-AI Filing Summary

VTEX Chief Executive Officer do Carmo Thomaz Junior Geraldo filed an initial ownership report detailing his equity interests in the company. The filing lists several blocks of stock options over Class A common stock, including grants covering 1,500,000 underlying shares at an exercise price of $4.5000 expiring on July 27, 2027, and 500,000 underlying shares at $4.0000 expiring on November 25, 2027. It also shows restricted stock units tied to Class A shares and direct holdings of Class A and Class B common shares. In addition, indirect holdings are reported through entities such as Itacare Corporation, Signo Inv Tech Co Ltd, and Imbetiba Parent Limited, which together hold sizable amounts of Class A and Class B common shares on his behalf.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

do Carmo Thomaz Junior Geraldo

(Last) (First) (Middle)

4TH FLOOR, HARBOUR PLACE

103 SOUTH CHURCH STREET

(Street)

GRAND CAYMAN KYI-1002

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
VTEX [ NYSE: VTEX ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Shares	237,389	D
Class A Common Shares	53,678	I	By Itacare Corporation
Class A Common Shares	120,089	I	By Signo Inv Tech Co Ltd
Class B Common Shares	13,280,668	I	By Itacare Corporation
Class B Common Shares	2,000,000	I	By Signo Inv Tech Co Ltd
Class B Common Shares	18,420,307	I	By Imbetiba Parent Limited
Class B Common Shares	963,120	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	(1)	07/27/2027	Class A Common Stock	1,500,000	$4.5	D
Stock Options	(2)	11/25/2027	Class A Common Stock	500,000	$4	D
Stock Options	(3)	11/02/2028	Class A Common Stock	275,000	$5.55	D
Stock Options	(4)	10/31/2029	Class A Common Stock	275,000	$6.76	D
Stock Options	(5)	10/31/2030	Class A Common Stock	393,771	$4.36	D
Restricted Stock Unit	(6)	(7)	Class A Common Stock	120,313	(7)	D
Restricted Stock Unit	(8)	(7)	Class A Common Stock	189,063	(7)	D
Restricted Stock Unit	(9)	(7)	Class A Common Stock	393,771	(7)	D

Explanation of Responses:

1. These stock options are fully vested.

2. Represents stock options, of which 25% vested on November 25, 2023, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter.

3. Represents stock options, of which 25% vested on November 01, 2024, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter.

4. Represents stock options, of which 25% vested on November 01, 2025, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter.

5. Represents stock options, of which 25% vests on November 01, 2026, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter.

6. Represents restricted stock units ("RSUs"). 25% of which vested on November 1, 2024, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter

7. Each RSU represents a contingent right to receive shares of Issuer Class A common stock.

8. Represents RSUs, 25% of which vested on November 1, 2025, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter.

9. Represents RSUs, 25% of which vests on November 1, 2026, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter.

	/s/ Geraldo do Carmo Thomaz Jr	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does VTEX (VTEX) CEO report in this Form 3 filing?

The CEO reports his existing VTEX equity holdings. The filing lists stock options over Class A common stock, restricted stock units, direct Class A and Class B shares, and additional indirect holdings through related entities.

What stock option positions does the VTEX CEO disclose in this Form 3?

The CEO discloses multiple stock option grants. These include options over 1,500,000 Class A shares at $4.5000 and 500,000 Class A shares at $4.0000 per share, with expirations in July and November 2027, plus additional later-expiring grants.

What restricted stock units does the VTEX CEO hold according to the filing?

The filing shows several RSU grants in VTEX Class A stock. RSUs cover 120,313, 189,063 and 393,771 underlying Class A shares, vesting 25% on specified November dates with the remainder vesting 6.25% every three months thereafter.

How much VTEX Class A stock does the CEO hold directly?

The CEO reports direct ownership of Class A common shares. The filing lists 237,389 Class A common shares held directly, separate from his options and RSU awards tied to additional Class A shares.

What indirect VTEX shareholdings are reported for the CEO?

The CEO reports indirect holdings through several entities. These include Class A and Class B common shares held by Itacare Corporation, Signo Inv Tech Co Ltd and Imbetiba Parent Limited, reflecting additional exposure beyond his directly held shares and awards.

Do the VTEX CEO’s stock options in this Form 3 have vesting schedules?

Some option grants are already vested, others vest over time. One grant is fully vested, while others vest 25% on specific November dates, with remaining amounts vesting in 6.25% quarterly tranches as described in the footnotes.