What share conversions involving VTEX Class B stock did the CEO report?

He reported converting 125,000 VTEX Class B Common Shares into 125,000 Class A Common Shares at a $0.00 conversion price. A related derivative entry shows his Class B balance decreasing by the same 125,000 shares, reflecting the one-for-one Class B to Class A conversion feature.

Were the VTEX CEO share sales part of a Rule 10b5-1 trading plan?

Yes. A footnote states the reported sales were effected under a Rule 10b5-1 Trading Plan adopted on October 11, 2025. Such pre-arranged plans allow insiders to systematically sell shares according to predefined instructions, helping separate trading timing from day-to-day corporate developments.

VTEX (VTEX) CEO logs Rule 10b5-1 share sale and Class B conversion

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

VTEX Chief Executive Officer do Carmo Thomaz Junior Geraldo reported several equity moves. He converted 125,000 Class B Common Shares into Class A Common Shares at a conversion price of $0.00 per share and then sold 4,808 Class A Common Shares in an open-market sale at a weighted average price of $4.01 per share, executed under a Rule 10b5-1 Trading Plan.

Following these transactions, he holds 382,411 Class A Common Shares directly and additional Class A and Class B interests through entities including Signo Inv Tech Co Ltd and Imbetiba Parent Limited.

Insider Trade Summary 10b5-1

Net Seller: 4,808 shares ($19,280)

Net Sell 6 txns

Insider do Carmo Thomaz Junior Geraldo

Role Chief Executive Officer

Sold 4,808 shs ($19K)

Type	Security	Shares	Price	Value
Sale	Class A Common Shares	4,808	$4.01	$19K
Conversion	Class B Common Shares	125,000	$0.00	--
Conversion	Class A Common Shares	125,000	$0.00	--
holding	Class B Common Shares	--	--	--
holding	Class B Common Shares	--	--	--
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class A Common Shares — 382,411 shares (Direct, null); Class B Common Shares — 14,118,788 shares (Direct, null); Class B Common Shares — 2,000,000 shares (Indirect, By Signo Inv Tech Co Ltd); Class A Common Shares — 120,089 shares (Indirect, By Signo Inv Tech Co Ltd)

Footnotes (1)

Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share. Each Class B Common Share automatically converts into one Class A Common Share upon transfer to a recipient that is not a permitted transferee. 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 $4.03, 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. These Class B Common Shares were previously reported in Table I and are now being reported in Table II. Includes 13,280,668 Class B Common Shares transferred from Itacare Corporation to the Reporting Person in a transaction exempted from reporting under Rule 16a-13.

Key Figures

Open-market sale: 4,808 Class A shares at $4.01 Direct Class A holdings: 382,411 Class A shares Class B to Class A conversion: 125,000 shares at $0.00 +4 more

7 metrics

Open-market sale 4,808 Class A shares at $4.01 Sale on 2026-05-07 under Rule 10b5-1 plan

Direct Class A holdings 382,411 Class A shares Shares held directly after reported transactions

Class B to Class A conversion 125,000 shares at $0.00 Conversion of Class B into Class A on 2026-04-29

Direct Class B holdings 14,118,788 Class B shares Direct Class B position following conversion

Indirect convertible Class B block 1 18,420,307 underlying Class A shares Class B shares indirectly held, convertible 1:1 into Class A

Indirect convertible Class B block 2 2,000,000 underlying Class A shares Additional Class B shares indirectly held, convertible 1:1

Indirect Class A holdings 120,089 Class A shares Held indirectly through Signo Inv Tech Co Ltd

Key Terms

Rule 10b5-1 Trading Plan, Class B Common Shares, conversion of derivative security, weighted average price, +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.

Class B Common Shares financial

"Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share."

Class B common shares are one of multiple types of a company’s ordinary stock that usually differ from other classes in voting power, dividend priority, or transferability. For investors, the difference matters because owning Class B may mean less control over corporate decisions or different income potential compared with other share classes—like having a seat with fewer votes at a board meeting while still sharing in the company’s profits.

conversion of derivative security financial

"transaction_code_description": "Conversion of derivative security""

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.

Rule 16a-13 regulatory

"transferred from Itacare Corporation to the Reporting Person in a transaction exempted from reporting under Rule 16a-13."

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 03:57 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^*

do Carmo Thomaz Junior Geraldo

(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)
04/29/2026

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	04/29/2026		C⁽¹⁾		125,000	A	$0	387,219	D
Class A Common Shares	05/07/2026		S⁽²⁾		4,808	D	$4.01⁽³⁾	382,411	D
Class A Common Shares								120,089	I	By Signo Inv Tech Co Ltd

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)
Class B Common Shares⁽⁴⁾	⁽¹⁾	04/29/2026		C			125,000	⁽¹⁾	⁽¹⁾	Class A Common Shares	125,000	$0	14,118,788⁽⁵⁾	D
Class B Common Shares⁽⁴⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Shares	2,000,000		2,000,000	I	By Signo Inv Tech Co Ltd
Class B Common Shares⁽⁴⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Shares	18,420,307		18,420,307	I	Imbetiba Parent Limited

Explanation of Responses:

1. Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share. Each Class B Common Share automatically converts into one Class A Common Share upon transfer to a recipient that is not a permitted transferee.

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

3. 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 $4.03, 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.

4. These Class B Common Shares were previously reported in Table I and are now being reported in Table II.

5. Includes 13,280,668 Class B Common Shares transferred from Itacare Corporation to the Reporting Person in a transaction exempted from reporting under Rule 16a-13.

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/ Geraldo do Carmo Thomaz Junior	05/11/2026
	** 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 CEO do Carmo Thomaz Junior Geraldo report?

The VTEX CEO reported converting 125,000 Class B Common Shares into Class A shares and selling 4,808 Class A Common Shares. The sale was an open-market transaction executed under a pre-arranged Rule 10b5-1 Trading Plan at a weighted average price of $4.01 per share.

How many VTEX Class A shares did the CEO sell and at what price?

He sold 4,808 VTEX Class A Common Shares at a weighted average price of $4.01 per share. The footnotes note sales occurred in multiple trades between $4.00 and $4.03, and detailed breakdowns are available upon request from the company or regulators.

How many VTEX shares does the CEO hold directly after these transactions?

After the reported transactions, the CEO holds 382,411 VTEX Class A Common Shares directly. He also has direct and indirect interests in Class B Common Shares that are convertible into Class A shares, providing additional potential Class A exposure beyond the directly held position.

What indirect VTEX holdings are reported for the CEO in this Form 4?

Indirect holdings include 120,089 Class A Common Shares held through Signo Inv Tech Co Ltd. Additionally, Class B Common Shares convertible into 18,420,307 and 2,000,000 Class A shares are reported as indirectly held through entities such as Imbetiba Parent Limited and Signo Inv Tech Co Ltd.