VTEX (NYSE: VTEX) CSO details stock options, RSUs and share stakes

Rhea-AI Filing Summary

VTEX Chief Strategy Officer Andre Spolidoro Ferreira Gomes filed an initial ownership report detailing his equity interests in the company. The filing lists stock options over 150,000 Class A shares at an exercise price of $8.84 expiring on January 30, 2028, and additional option grants including 363,370 underlying Class A shares at $3.55 expiring on November 7, 2027.

He also reports restricted stock units tied to 157,509 Class A shares and direct holdings of 315,029 Class A shares and 50,000 Class B shares. Indirectly, through Botsmark LLC, he holds 45,400 Class A shares and 750,000 Class B shares. Several option and RSU awards vest 25% on specified November dates, with the remainder vesting in 6.25% quarterly tranches.

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^*

Gomes Andre Spolidoro Ferreira

(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 Strategy 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	315,029	D
Class A Common Shares	45,400	I	By Botsmark LLC
Class B Common Shares	50,000	D
Class B Common Shares	750,000	I	By Botsmark LLC

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)	01/30/2028	Class A Common Stock	150,000	$8.84	D
Stock Options	(2)	11/07/2027	Class A Common Stock	363,370	$3.55	D
Stock Options	(3)	11/02/2028	Class A Common Stock	110,000	$5.55	D
Stock Options	(4)	10/31/2029	Class A Common Stock	110,000	$6.76	D
Stock Options	(5)	10/31/2030	Class A Common Stock	157,509	$4.36	D
Restricted Stock Unit	(6)	(7)	Class A Common Stock	48,125	(7)	D
Restricted Stock Unit	(8)	(7)	Class A Common Stock	75,625	(7)	D
Restricted Stock Unit	(9)	(7)	Class A Common Stock	157,509	(7)	D

Explanation of Responses:

1. These stock options are fully vested.

2. Represents stock options, of which 25% vested on November 7, 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 1, 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 1, 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/ Andre Spolidoro Gomes	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 the VTEX (VTEX) Form 3 filing by the Chief Strategy Officer show?

The Form 3 shows VTEX Chief Strategy Officer Andre Spolidoro Ferreira Gomes’ existing equity holdings, including stock options, restricted stock units, and Class A and Class B common shares, both held directly and indirectly through Botsmark LLC, as required for initial insider ownership disclosure.

How many VTEX Class A shares does the CSO hold directly and indirectly?

He reports 315,029 Class A common shares held directly and 45,400 Class A common shares held indirectly through Botsmark LLC, in addition to several stock option and RSU awards that are exercisable or settle into further Class A common stock over time.

What VTEX stock options are reported in the CSO’s Form 3 filing?

The filing lists several stock option grants over Class A shares, including 150,000 shares at an exercise price of $8.84 expiring on January 30, 2028 and 363,370 shares at $3.55 expiring on November 7, 2027, plus additional grants at other exercise prices and expirations.

What restricted stock units (RSUs) does the VTEX CSO report holding?

He reports RSUs tied to 48,125, 75,625, and 157,509 underlying Class A shares. Footnotes state that 25% of certain RSU awards vested on November 1, 2024 or November 1, 2025, with the remaining 75% vesting in 6.25% quarterly tranches thereafter.

How are the VTEX CSO’s Class B shares held according to the Form 3?

The Form 3 shows 50,000 Class B common shares held directly and 750,000 Class B common shares held indirectly through Botsmark LLC. These positions reflect the CSO’s economic interest and governance exposure through both direct and indirect ownership structures.

Do the VTEX Form 3 holdings for the CSO include any fully vested options?

Yes. A footnote explains that one set of reported stock options is fully vested, while others vest 25% on specified November dates, with the remaining 75% vesting in equal 6.25% quarterly tranches, indicating a mix of already exercisable and time-based vesting awards.