VTEX (VTEX) CEO logs 4,808-share Rule 10b5-1 sale and retains over 1.6M

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 $4.04 per share. The shares were held indirectly through Mira Limited and sold on June 29, 2026.

The filing states that these sales were effected under a pre-arranged Rule 10b5-1 Trading Plan adopted on October 11, 2025, indicating they were scheduled in advance. After this sale, indirect holdings through Mira Limited total 1,062,777 Class A Common Shares, alongside 14,100 shares held indirectly by Class M and 601,797 shares held directly.

Insider Trade Summary 10b5-1

Net Seller: 4,808 shares ($19,424)

Net Sell 3 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	$4.04	$19K
holding	Class A Common Shares	--	--	--
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class A Common Shares — 1,062,777 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 $4.02 to USD $4.06, 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.

Key Figures

Shares sold: 4,808 shares Weighted average sale price: $4.04 per share Indirect holdings via Mira Limited after sale: 1,062,777 shares +4 more

7 metrics

Shares sold 4,808 shares Class A Common Shares sold on June 29, 2026

Weighted average sale price $4.04 per share Open-market sale via Mira Limited

Indirect holdings via Mira Limited after sale 1,062,777 shares Class A Common Shares following June 29, 2026 sale

Indirect holdings by Class M 14,100 shares Class A Common Shares reported as of June 29, 2026

Direct holdings after transaction 601,797 shares Class A Common Shares held directly as of June 29, 2026

Rule 10b5-1 plan adoption date October 11, 2025 Plan governing the reported share sales

Sale price range $4.02–$4.06 per share Range of prices for individual sale trades

Key Terms

Rule 10b5-1 Trading Plan, weighted average price, Class A Common Shares, open-market sale, +1 more

5 terms

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.

indirect ownership financial

"direct_or_indirect: I, ownership_type: indirect"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 04:37 PM Accepted by SEC EDGAR 06/30/2026 - 04:37 PM Learn about SEC filing dates

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 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)
06/29/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	06/29/2026		S(1)		4,808	D	$4.04(2)	1,062,777	I	By Mira Limited
Class A Common Shares								601,797	D
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 $4.02 to USD $4.06, 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 Faria	06/30/2026
	** 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 CEO Gomide de Faria Mariano report?

VTEX’s CEO reported selling 4,808 Class A Common Shares at a weighted average price of $4.04 per share. The sale occurred on June 29, 2026 and involved shares held indirectly through Mira Limited under a disclosed trading arrangement.

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

Yes. The filing states the VTEX CEO’s sales were made under a Rule 10b5-1 Trading Plan adopted on October 11, 2025. Such plans pre-schedule trades, indicating the timing was set in advance rather than decided opportunistically at the trade date.

How many VTEX shares did the CEO hold indirectly through Mira Limited after the sale?

After the reported sale, indirect holdings through Mira Limited totaled 1,062,777 Class A Common Shares. This figure in the filing reflects the position remaining following the 4,808-share open-market sale disclosed for June 29, 2026.

What are the VTEX CEO’s other reported share holdings after the transactions?

Besides Mira Limited’s 1,062,777 shares, the filing shows 14,100 Class A Common Shares held indirectly by Class M and 601,797 Class A Common Shares held directly. These amounts are reported as holdings following the transactions on June 29, 2026.

What price range did VTEX shares trade in for the CEO’s reported sale?

The weighted average sale price reported was $4.04 per share. Footnotes explain the 4,808 shares were sold in multiple transactions with individual prices ranging from $4.02 to $4.06, and detailed breakdowns are available on request from the reporting person.