Was the VTEX CEO’s share sale part of a Rule 10b5-1 trading plan?

Yes. The filing states the CEO’s 4,808-share sale was effected under a Rule 10b5-1 Trading Plan adopted on October 11, 2025. Such plans allow insiders to schedule trades in advance, helping separate routine diversification from discretionary market-timed transactions.

VTEX (NYSE: VTEX) CEO pre-planned sale of 4,808 shares at $4.01

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

VTEX Chief Executive Officer do Carmo Thomaz Junior Geraldo reported an open-market sale of 4,808 Class A Common Shares on March 31, 2026 at a weighted average price of $4.01 per share. The sale was executed under a pre-arranged Rule 10b5-1 Trading Plan adopted on October 11, 2025, indicating the trades were scheduled in advance.

Following this transaction, he holds 227,773 Class A Common Shares directly. He also has indirect ownership of 53,678 shares through Itacare Corporation and 120,089 shares through Signo Inv tech Co Ltd. The sale represents only a small portion of his overall shareholdings in VTEX.

Insider Trade Summary 10b5-1

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

Net Sell 3 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
holding	Class A Common Shares	--	--	--
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class A Common Shares — 227,773 shares (Direct); Class A Common Shares — 53,678 shares (Indirect, By Itacare Corporation)

Footnotes (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 $4.00 to USD $4.02, 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: $4.01 per share Direct holdings after transaction: 227,773 shares +3 more

6 metrics

Shares sold 4,808 shares Open-market sale on March 31, 2026

Weighted average sale price $4.01 per share Class A Common Shares sold in multiple trades

Direct holdings after transaction 227,773 shares Class A Common Shares held directly by CEO after sale

Indirect holdings via Itacare Corporation 53,678 shares Class A Common Shares held indirectly

Indirect holdings via Signo Inv tech Co Ltd 120,089 shares Class A Common Shares held indirectly

Rule 10b5-1 plan adoption date October 11, 2025 Date CEO adopted pre-planned trading plan

Key Terms

Class A Common Shares, Rule 10b5-1 Trading Plan, weighted average price

3 terms

Class A Common Shares financial

"The transaction involved VTEX Class A Common Shares in an open-market sale."

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).

Rule 10b5-1 Trading Plan regulatory

"Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person."

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.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 09:49 AM

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)
03/31/2026

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	03/31/2026		S⁽¹⁾		4,808	D	$4.01⁽²⁾	227,773	D
Class A Common Shares								53,678	I	By Itacare Corporation
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)

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 $4.00 to USD $4.02, 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/ Geraldo do Carmo Thomaz Junior	04/02/2026
	** 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 transaction did VTEX CEO report on this Form 4?

VTEX’s CEO do Carmo Thomaz Junior Geraldo reported selling 4,808 Class A Common Shares in an open-market transaction. The weighted average sale price was about $4.01 per share, and the trade occurred on March 31, 2026 under a pre-planned trading arrangement.

At what price did the VTEX CEO sell his Class A Common Shares?

The VTEX CEO sold his 4,808 Class A Common Shares at a weighted average price of $4.01 per share. Individual trades were executed between $4.00 and $4.02, and he has committed to provide detailed price breakdowns to interested parties upon request.

How many VTEX shares does the CEO hold after this reported sale?

After the sale, the VTEX CEO holds 227,773 Class A Common Shares directly. He also has indirect holdings of 53,678 shares through Itacare Corporation and 120,089 shares through Signo Inv tech Co Ltd, reflecting a substantial continuing ownership position in the company.

Does this VTEX Form 4 indicate any derivative or option exercises?

No derivative or option exercises are shown in this VTEX Form 4. The filing reports only an open-market sale of 4,808 Class A Common Shares, plus updated direct and indirect holdings, with no derivative positions listed in the derivative holdings summary section.