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[Form 4] VTEX Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

VTEX Chief Executive Officer Gomide de Faria Mariano reported an open-market sale of 4,808 Class A Common Shares at a weighted average price of $4.06 per share through Mira Limited. The sale was executed under a pre-arranged Rule 10b5-1 Trading Plan adopted on October 11, 2025.

Following the transaction, indirect holdings through Mira Limited were 1,057,969 Class A Common Shares. Separate entries show 601,797 Class A Common Shares held directly and 14,100 Class A Common Shares held indirectly through Class M, indicating the CEO continues to hold a substantial stake.

Positive

  • None.

Negative

  • None.

Insights

Small, pre-planned insider sale with substantial holdings remaining.

VTEX’s CEO, Gomide de Faria Mariano, sold 4,808 Class A Common Shares at a weighted average of $4.06 per share via Mira Limited. The transaction is coded as an open-market sale and was carried out under a Rule 10b5-1 Trading Plan adopted on October 11, 2025, signaling it was pre-scheduled rather than opportunistic.

After the sale, indirect holdings through Mira Limited totaled 1,057,969 shares, alongside 601,797 shares held directly and 14,100 shares held indirectly via Class M. Given the small size of the sale relative to these reported positions and the pre-planned nature, this looks like routine portfolio management rather than a thesis-changing move.

Insider Gomide de Faria Mariano
Role Chief Executive Officer
Sold 4,808 shs ($20K)
Type Security Shares Price Value
Sale Class A Common Shares 4,808 $4.06 $20K
holding Class A Common Shares -- -- --
holding Class A Common Shares -- -- --
Holdings After Transaction: Class A Common Shares — 1,057,969 shares (Indirect, By Mira Limited); Class A Common Shares — 601,797 shares (Direct, null)
Footnotes (1)
  1. 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 $4.04 to USD $4.09, 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.
Shares sold 4,808 shares Class A Common Shares sold in open-market transaction
Weighted average sale price $4.06 per share Open-market sale via Mira Limited
Price range $4.04–$4.09 per share Multiple sale transactions within this range
Indirect holdings via Mira Limited 1,057,969 shares Indirect Class A Common Shares after transaction
Direct holdings 601,797 shares Direct Class A Common Shares reported as holdings
Indirect holdings via Class M 14,100 shares Indirect Class A Common Shares reported as holdings
Net insider share change -4,808 shares Net buy/sell shares across reported transactions
Rule 10b5-1 Trading Plan regulatory
"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.
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.
Class A Common Shares financial
"security_title: Class A Common Shares"
A Class A common share is a specific type of ordinary company share that represents an ownership stake and usually carries particular voting rights or payout priorities compared with other share classes. For investors it matters because those differences affect how much influence you have over company decisions, how dividends or liquidation proceeds might be distributed, and how easily the shares trade — like choosing between car models where one has extra features (more control) and another focuses on price or availability (liquidity).
open-market sale financial
"transaction_action: open-market sale"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
X
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 CAYMANKYI-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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Shares07/06/2026S(1)4,808D$4.06(2)1,057,969IBy Mira Limited
Class A Common Shares601,797D
Class A Common Shares14,100IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from USD $4.04 to USD $4.09, 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.
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 Faria07/08/2026
** Signature of Reporting PersonDate
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