Were VTEX (VTEX) CEO share sales under a Rule 10b5-1 trading plan?

Yes. A footnote states the reported share sales were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on October 11, 2025, indicating the dispositions were pre-arranged rather than discretionary trades based on short-term market movements.

Did VTEX (VTEX) CEO transactions include tax withholding related to RSUs?

Yes. A footnote explains that some Class A common shares reflected in the report were withheld to cover tax withholding obligations associated with the vesting of restricted stock units, distinguishing these shares from open-market sales or discretionary dispositions.

VTEX (VTEX) CEO sells shares under 10b5-1 plan and converts RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

VTEX Chief Executive Officer Gomide de Faria Mariano reported several equity transactions involving Class A common shares and restricted stock units. The largest market trade was an open-market sale of 4,808 Class A shares at about $4.00 per share, executed indirectly through Mira Limited, leaving Mira holding 137,393 shares.

On the same general reporting period, the CEO also converted restricted stock units into Class A shares through multiple derivative conversions coded "C", reflecting equity compensation vesting rather than open-market buying. Footnotes state the sale was made under a Rule 10b5-1 Trading Plan and that some shares were withheld to cover tax obligations tied to RSU vesting, highlighting these as largely planned and compensation-related events.

Insider Trade Summary 10b5-1

Net Seller: 4,808 shares ($19,232)

Net Sell 7 txns

Insider Gomide de Faria Mariano

Role Chief Executive Officer

Sold 4,808 shs ($19K)

Type	Security	Shares	Price	Value
Sale	Class A Common Shares	4,808	$4.00	$19K
Conversion	Restricted Stock Unit	17,188	$0.00	--
Conversion	Restricted Stock Unit	17,188	$0.00	--
Conversion	Class A Common Shares	17,188	$0.00	--
Conversion	Class A Common Shares	17,188	$0.00	--
Other	Class A Common Shares	12,392	$3.91	$48K
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class A Common Shares — 137,393 shares (Indirect, By Mira Limited); Restricted Stock Unit — 103,125 shares (Direct, null); Class A Common Shares — 597,001 shares (Direct, null)

Footnotes (1)

Each Restricted Stock Unit ("RSUs") represents a contingent right to receive shares of Issuer Class A common stock on a one-for-one basis. Reflects shares of Class A common stock withheld to cover tax withholding obligations in connection with the vesting restricted stock units reported herein Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from USD $4.00 to USD $4.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Represents 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 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.

Key Figures

Shares sold: 4,808 shares Sale price: $4.00–$4.01 per share Indirect holdings after sale: 137,393 shares +3 more

6 metrics

Shares sold 4,808 shares Class A open-market sale at about $4.00 per share

Sale price $4.00–$4.01 per share Weighted average price range for sold shares

Indirect holdings after sale 137,393 shares Class A shares held by Mira Limited post-sale

Derivative conversions 34,376 shares Total shares from derivative conversions coded "C"

Restructuring transaction 12,392 shares Other acquisition or disposition coded "J"

RSU vesting schedule 25% then 6.25% quarterly RSUs vest 25% on Nov 1, 2024/2025 then 6.25% every three months

Key Terms

Rule 10b5-1 Trading Plan, Restricted Stock Unit, weighted average price, tax withholding obligations, +1 more

5 terms

Rule 10b5-1 Trading Plan financial

"Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSUs") represents a contingent right to receive shares of Issuer Class A common stock on a one-for-one basis."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

tax withholding obligations financial

"Reflects shares of Class A common stock withheld to cover tax withholding obligations in connection with the vesting restricted stock units reported herein"

derivative conversion financial

"transaction_action": "derivative conversion","transaction_code_description": "Conversion of derivative security""

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 06:57 AM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gomide de Faria Mariano

(Last)

(First)

(Middle)

4TH FLOOR, HARBOUR PLACE

103 SOUTH CHURCH STREET

(Street)

GRAND CAYMAN

CAYMAN ISLANDS

KYI-1002

(City)

(State)

(Zip)

CAYMAN ISLANDS

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	05/29/2026		C		17,188	A	⁽¹⁾	597,001	D
Class A Common Shares	05/29/2026		C		17,188	A	⁽¹⁾	614,189	D
Class A Common Shares	05/29/2026		J⁽²⁾		12,392	A	$3.91	601,797	D
Class A Common Shares	06/01/2026		S⁽³⁾		4,808	D	$4⁽⁴⁾	137,393	I	By Mira Limited
Class A Common Shares								14,100	I	By Class M

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	05/29/2026		C			17,188	⁽⁵⁾	⁽⁵⁾	Class A Common Shares	17,188	$0	103,125	D
Restricted Stock Unit	⁽¹⁾	05/29/2026		C			17,188	⁽⁶⁾	⁽⁶⁾	Class A Common Shares	17,188	$0	171,875	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSUs") represents a contingent right to receive shares of Issuer Class A common stock on a one-for-one basis.

2. Reflects shares of Class A common stock withheld to cover tax withholding obligations in connection with the vesting restricted stock units reported herein

3. Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from USD $4.00 to USD $4.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. Represents 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

6. 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.

Remarks:

Due to the Issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934 (the "Act"), the reporting person's transactions in the Issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.

	/s/ Mariano Gomide de Faria	06/03/2026
	** 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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did VTEX (VTEX) report for its CEO in this Form 4?

VTEX’s CEO reported an open-market sale of 4,808 Class A common shares at about $4.00 per share, plus several conversions of restricted stock units into shares as part of equity compensation and related restructuring transactions during the reported period.

How many VTEX (VTEX) shares were sold by the CEO and at what price?

The CEO, through Mira Limited, sold 4,808 VTEX Class A common shares at a weighted average price of about $4.00 per share, in multiple trades between $4.00 and $4.01, according to the weighted average disclosure in the filing’s footnotes.

What RSU activity did VTEX (VTEX) disclose for its CEO in this filing?

The filing shows conversions of restricted stock units into Class A common shares, with each RSU representing one share. Footnotes describe RSU grants vesting 25% on November 1, 2024 or 2025, with the remaining amounts vesting in 6.25% quarterly tranches thereafter, reflecting ongoing equity compensation.

How many VTEX (VTEX) shares did Mira Limited hold after the CEO’s sale?

After the reported open-market sale, Mira Limited, an entity through which the CEO holds shares indirectly, held 137,393 VTEX Class A common shares, based on the post-transaction ownership figure disclosed for that specific sale transaction in the Form 4 data.