CEO entity sells VTEX (NYSE: VTEX) shares under 10b5-1 plan

Rhea-AI Filing Summary

VTEX Chief Executive Officer Gomide de Faria Mariano reported an indirect sale of Class A Common Stock through Mira Limited. Mira Limited sold 4,808 shares at a weighted average price of $4.01 per share under a pre-arranged Rule 10b5-1 trading plan.

After this transaction, reported holdings total 46,049 shares indirectly through Mira Limited, 14,100 shares indirectly through Class M, and 579,813 shares held directly. The sale represents a small portion of the CEO’s overall direct and indirect stake in VTEX.

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).

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 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)
03/25/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/25/2026		S(1)		4,808	D	$4.01(2)	46,049	I	By Mira Limited
Class A Common Stock								579,813	D
Class A Common Stock								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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents sales effected pursuant to a 10b5-1 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 $4.00 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.

	/s/ Mariano Gomide de Faria	03/27/2026
	** 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)

FAQ

What insider transaction did VTEX (VTEX) CEO report in this Form 4?

VTEX CEO Gomide de Faria Mariano reported an indirect sale of Class A Common Stock. An affiliated entity, Mira Limited, sold 4,808 shares, while overall direct and indirect share holdings remained above 600,000 after the transaction, indicating a relatively small proportional sale.

How many VTEX shares did Mira Limited sell and at what price?

Mira Limited sold 4,808 VTEX Class A shares. The weighted average sale price was $4.01 per share, with individual trades executed between $4.00 and $4.01. The Form 4 notes this range and offers further price detail upon request to relevant parties.

Was the VTEX CEO’s share sale made under a Rule 10b5-1 plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted by the reporting person on October 11, 2025. Such pre-set plans schedule trades in advance, reducing the significance of short-term market timing for these transactions.

How many VTEX shares does the CEO report owning after this transaction?

After the reported sale, the CEO reports 579,813 VTEX Class A shares held directly. Indirectly, 46,049 shares are held through Mira Limited and 14,100 shares through Class M, giving investors a clearer view of the executive’s remaining economic interest in the company.

Did the VTEX Form 4 include any option exercises or derivative transactions?

No derivative transactions were reported in this Form 4. The derivative summary shows zero option exercises or other derivative activity, indicating the filing centers on a relatively small open-market sale of non-derivative Class A Common Stock by an affiliated entity.

How significant is the VTEX CEO’s reported share sale relative to his holdings?

The reported sale of 4,808 shares is small compared with more than 600,000 shares held directly and indirectly afterward. This scale suggests a routine liquidity event rather than a major change in the CEO’s overall exposure to VTEX equity based on this filing alone.