VTEX (VTEX) CEO-linked entities report 1M-share Class B to Class A conversion

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Form Type

Rhea-AI Filing Summary

VTEX Chief Executive Officer–associated entities reported a share class conversion. On June 24, 2026, Mira Limited, an entity associated with CEO Gomide de Faria Mariano, converted 1,000,000 Class B Common Shares into 1,000,000 Class A Common Shares at an exercise price of $0.00 per share.

After the conversion, Mira Limited held 1,072,393 Class A Common Shares and 999,313 Class B Common Shares indirectly. The CEO also held 601,797 Class A Common Shares directly and 14,100 Class A Common Shares indirectly through Class M. Separately, Abrolhos One Limited held 32,153,276 Class B Common Shares indirectly, each convertible into one Class A Common Share, reflecting a substantial remaining indirect Class B position.

Insider Trade Summary

Net Buyer: 1,000,000 shares

Net Buy 5 txns

Insider Gomide de Faria Mariano

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Conversion	Class B Common Shares	1,000,000	$0.00	$0.00
Conversion	Class A Common Shares	1,000,000	$0.00	$0.00
holding	Class B Common Shares	--	--	--
holding	Class A Common Shares	--	--	--
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class B Common Shares — 999,313 shares (Indirect, By Mira Limited); Class A Common Shares — 1,072,393 shares (Indirect, By Mira Limited); Class B Common Shares — 32,153,276 shares (Indirect, By Abrolhos One Limited); Class A Common Shares — 14,100 shares (Indirect, By Class M); Class A Common Shares — 601,797 shares (Direct)

Footnotes (2)

F1. 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.
F2. These Class B Common Shares were previously reported in Table I and are now being reported in Table II.

Key Figures

Converted shares: 1,000,000 Class B to Class A shares Mira post-transaction Class A: 1,072,393 Class A shares Mira post-transaction Class B: 999,313 Class B shares +3 more

6 metrics

Converted shares 1,000,000 Class B to Class A shares Conversion by Mira Limited on June 24, 2026

Mira post-transaction Class A 1,072,393 Class A shares Indirect holdings after conversion

Mira post-transaction Class B 999,313 Class B shares Indirect holdings after conversion

Direct Class A holdings 601,797 Class A shares Directly held by Gomide de Faria Mariano

Indirect Class A via Class M 14,100 Class A shares Indirect holdings through Class M

Indirect Class B convertible 32,153,276 Class B shares Held via Abrolhos One Limited; each convertible 1:1 to Class A

Key Terms

Class A Common Shares, Class B Common Shares, Conversion of derivative security, indirect ownership, +1 more

5 terms

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).

Class B Common Shares financial

"security_title: "Class B Common Shares""

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""

indirect ownership financial

"ownership_type: "indirect" with nature_of_ownership by entities"

permitted transferee financial

"automatically converts upon transfer to a recipient that is not a permitted transferee"

FAQ

What did VTEX (VTEX) disclose in this Form 4 filing?

VTEX disclosed that entities associated with its CEO reported a conversion of Class B into Class A shares. Mira Limited converted 1,000,000 Class B Common Shares into 1,000,000 Class A Common Shares and updated direct and indirect Class A and Class B ownership positions.

How many VTEX shares did Mira Limited convert and hold after the transaction?

Mira Limited converted 1,000,000 Class B Common Shares into 1,000,000 Class A Common Shares. After the conversion, Mira Limited held 1,072,393 Class A Common Shares and 999,313 Class B Common Shares indirectly, according to the reported post-transaction ownership figures.

What are Gomide de Faria Mariano’s reported direct and indirect VTEX Class A holdings?

The filing reports 601,797 VTEX Class A Common Shares held directly by Gomide de Faria Mariano. It also lists 14,100 Class A Common Shares held indirectly through Class M, plus additional indirect Class A exposure through conversions related to Mira Limited and Abrolhos One Limited.

How many VTEX Class B shares remain indirectly held and convertible into Class A?

Abrolhos One Limited is reported as indirectly holding 32,153,276 VTEX Class B Common Shares. Each Class B share is convertible at any time into one Class A Common Share, based on the stated 1:1 conversion feature in the footnotes of the Form 4 filing.

What does the Form 4 say about VTEX Class B to Class A conversion terms?

The Form 4 notes that each VTEX Class B Common Share is convertible at any time by the holder into one Class A Common Share. It also states that each Class B Common Share automatically converts to one Class A share if transferred to a non-permitted transferee.

Does this VTEX Form 4 report any open-market buying or selling?

The Form 4 does not report any open-market purchases or sales. Instead, it primarily records a conversion of 1,000,000 Class B Common Shares into Class A Common Shares and updates post-transaction holdings, with no buy or sell transaction codes disclosed.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 04:53 PM Accepted by SEC EDGAR 06/26/2026 - 04:52 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^*

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)
06/24/2026

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	06/24/2026		C⁽¹⁾		1,000,000	A	$0	1,072,393	I	By Mira Limited
Class A Common Shares								14,100	I	By Class M
Class A Common Shares								601,797	D

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⁽²⁾	⁽¹⁾	06/24/2026		C			1,000,000	⁽¹⁾	⁽¹⁾	Class A Common Shares	1,000,000	$0	999,313	I	By Mira Limited
Class B Common Shares⁽²⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Shares	32,153,276		32,153,276	I	By Abrolhos One 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. These Class B Common Shares were previously reported in Table I and are now being reported in Table II.

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	06/26/2026
	** 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