Were the VTEX insider transactions open-market buys or compensation-related?

The transactions were compensation-related derivative conversions, not open-market buys. Class A common shares were acquired at an exercise price of $0.00 per share from restricted stock units, as indicated by transaction code "C" for conversion of derivative security.

VTEX (VTEX) strategy chief converts RSUs into more Class A shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

VTEX Chief Strategy Officer Gomes Andre Spolidoro Ferreira reported routine equity compensation activity involving Class A common shares. On May 29, 2026, he acquired 10,402 Class A common shares through derivative conversions of restricted stock units at an exercise price of $0.00 per share, rather than through open-market purchases.

Following these transactions, he directly holds 322,431 Class A common shares and indirectly holds 42,400 Class A common shares through Botsmark LLC. Footnotes explain that each restricted stock unit represents a right to receive one Class A common share and that the underlying RSU awards vest over time in scheduled quarterly tranches.

Insider Trade Summary

10,402 shares exercised/converted

Mixed 5 txns

Insider Gomes Andre Spolidoro Ferreira

Role Chief Strategy Officer

Type	Security	Shares	Price	Value
Conversion	Restricted Stock Unit	5,201	$0.00	--
Conversion	Restricted Stock Unit	5,201	$0.00	--
Conversion	Class A Common Shares	5,201	$0.00	--
Conversion	Class A Common Shares	5,201	$0.00	--
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Restricted Stock Unit — 41,250 shares (Direct, null); Class A Common Shares — 317,230 shares (Direct, null); Class A Common Shares — 42,400 shares (Indirect, By Botsmark LLC)

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. 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 acquired via conversion: 10,402 shares Direct Class A holdings after transactions: 322,431 shares Indirect Class A holdings: 42,400 shares +3 more

6 metrics

Shares acquired via conversion 10,402 shares Class A common shares from RSU derivative conversions on May 29, 2026

Direct Class A holdings after transactions 322,431 shares Total Class A common shares directly held following May 29, 2026 conversions

Indirect Class A holdings 42,400 shares Class A common shares held indirectly through Botsmark LLC

First RSU balance after conversion 68,750 RSUs Restricted Stock Units remaining after one 5,201-unit conversion

Second RSU balance after conversion 41,250 RSUs Restricted Stock Units remaining after another 5,201-unit conversion

RSU conversion price $0.00 per share Exercise/conversion price for RSUs into Class A common shares

Key Terms

Restricted Stock Unit, derivative conversion, Class A Common Shares, indirect, +1 more

5 terms

Restricted Stock Unit financial

"security_title": "Restricted Stock Unit""

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.

derivative conversion financial

"transaction_action": "derivative conversion""

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).

indirect financial

"ownership_type": "indirect""

transaction code "C" financial

"transaction_code": "C""

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 09:22 PM

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^*

Gomes Andre Spolidoro Ferreira

(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 Strategy 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		5,201	A	⁽¹⁾⁽²⁾	317,230	D
Class A Common Shares	05/29/2026		C		5,201	A	⁽¹⁾⁽³⁾	322,431	D
Class A Common Shares								42,400	I	By Botsmark LLC

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			5,201	⁽²⁾	⁽²⁾	Class A Common Shares	5,201	⁽¹⁾	41,250	D
Restricted Stock Unit	⁽¹⁾	05/29/2026		C			5,201	⁽³⁾	⁽³⁾	Class A Common Shares	5,201	⁽¹⁾	68,750	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. 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

3. 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/ Andre Spolidoro Gomes	06/02/2026
	** 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 activity did VTEX (VTEX) report for Gomes Andre Spolidoro Ferreira?

VTEX reported that Chief Strategy Officer Gomes Andre Spolidoro Ferreira acquired 10,402 Class A common shares via derivative conversions of restricted stock units at an exercise price of $0.00 per share, reflecting equity compensation rather than an open-market stock purchase.

How many VTEX shares does Gomes Andre Spolidoro Ferreira hold after this Form 4?

After the reported transactions, Gomes Andre Spolidoro Ferreira directly holds 322,431 VTEX Class A common shares and indirectly holds 42,400 Class A common shares through Botsmark LLC, according to the totals listed following the May 29, 2026 derivative conversions.

What type of securities were converted in the VTEX (VTEX) Form 4 filing?

The filing shows conversions of restricted stock units, each representing a contingent right to receive one VTEX Class A common share. Two RSU positions of 5,201 units each converted into a total of 10,402 Class A common shares on May 29, 2026.

Does Gomes Andre Spolidoro Ferreira still hold VTEX restricted stock units after these conversions?

Yes. After the conversions, the filing lists 68,750 restricted stock units in one award and 41,250 restricted stock units in another. Footnotes state these RSU grants vest in scheduled tranches beginning on November 1, 2024 and November 1, 2025, respectively.

How are some of Gomes Andre Spolidoro Ferreira’s VTEX shares held indirectly?

The Form 4 shows 42,400 VTEX Class A common shares held indirectly through Botsmark LLC. This is indicated by the ownership code "I" for indirect and the nature of ownership description "By Botsmark LLC" in the holding entry dated May 29, 2026.