VTEX CRO converts RSUs into Class A shares

VTEX Chief Revenue Officer Santiago Naranjo Alvarez reported equity compensation activity rather than open-market trading.

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Form Type

Rhea-AI Filing Summary

VTEX Chief Revenue Officer Santiago Naranjo Alvarez reported equity compensation activity rather than open-market trading. On May 29, 2026, he converted derivative awards, primarily Restricted Stock Units (RSUs), into 190,625 Class A Common Shares at a conversion price of $0.00 per share.

The Form 4 lists three RSU grants that converted into Class A shares and corresponding reductions in the derivative RSU balances. Footnotes explain that each RSU represents a contingent right to one Class A share and that the RSUs vest over time in quarterly tranches following initial vesting dates in February 2023, November 2024, and November 2025. The filing shows no share sales, gifts, or tax-withholding dispositions, so this reflects an increase in reported equity ownership through the settlement of vested RSUs.

Insider Trade Summary

190,625 shares exercised/converted

Exercise 6 txns

Insider Naranjo Alvarez Santiago

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Conversion	Restricted Stock Unit	75,000	$0.00	$0.00
Conversion	Restricted Stock Unit	15,625	$0.00	$0.00
Conversion	Restricted Stock Unit	100,000	$0.00	$0.00
Conversion	Class A Common Shares	75,000	$0.00	$0.00
Conversion	Class A Common Shares	15,625	$0.00	$0.00
Conversion	Class A Common Shares	100,000	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 118,750 contracts (Direct); Class A Common Shares — 190,625 shares (Direct)

Footnotes (4)

F1. Each Restricted Stock Unit ("RSUs") represents a contingent right to receive shares of Issuer Class A common stock on a one-for-one basis.
F2. Represents RSUs, 25% of which vested on February 1, 2023, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter
F3. 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.
F4. 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

Derivative exercises: 190,625 shares Single RSU conversion block: 100,000 shares Additional RSU conversion block: 15,625 shares +3 more

6 metrics

Derivative exercises 190,625 shares ExerciseShares from transaction summary on May 29, 2026

Single RSU conversion block 100,000 shares Non-derivative Class A Common Shares acquired from RSUs on May 29, 2026

Additional RSU conversion block 15,625 shares Non-derivative Class A Common Shares acquired from RSUs on May 29, 2026

Third RSU conversion block 75,000 shares Non-derivative Class A Common Shares acquired from RSUs on May 29, 2026

Post-transaction holding (largest line) 190,625 shares Class A Common Shares reported as directly owned following one transaction line

RSU conversion price $0.00 per share Conversion or exercise price for reported RSU derivative conversions

Key Terms

Restricted Stock Unit, Class A Common Shares, derivative security, contingent right, +1 more

5 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSUs") represents a contingent right to receive shares..."

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.

Class A Common Shares financial

"security_title: "Class A Common Shares" and underlying security title for RSUs"

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).

derivative security financial

"transaction_code_description: "Conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"represents a contingent right to receive shares of Issuer Class A common stock"

vesting financial

"vests in tranches of 6.25% every three (3) months thereafter"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did VTEX (VTEX) report for Santiago Naranjo Alvarez?

VTEX reported that Chief Revenue Officer Santiago Naranjo Alvarez converted equity awards into Class A Common Shares. The Form 4 shows multiple derivative conversions on May 29, 2026, reflecting RSUs settling into stock rather than any open-market purchases or sales.

How many VTEX shares were acquired through derivative conversions in this Form 4?

The transaction summary shows exercises of derivative securities covering 190,625 shares. These relate to RSUs converting into Class A Common Shares at a stated price of $0.00 per share, increasing reported share ownership without any simultaneous sale transactions in the filing.

What type of securities did the VTEX insider convert into Class A Common Shares?

The insider converted Restricted Stock Units (RSUs) into Class A Common Shares. Footnotes state each RSU represents a contingent right to receive one Class A share, so as RSUs vest, they settle one-for-one into the company’s Class A Common Shares.

Were any VTEX shares sold, gifted, or withheld for taxes in this Form 4?

No sales, gifts, or tax-withholding dispositions are shown. The transaction summary lists only acquire-side derivative conversions, with zero sell, gift, or tax-withholding counts, indicating this Form 4 reflects equity awards settling into shares rather than shares leaving the insider’s ownership.

How do the VTEX RSU vesting schedules work for these reported grants?

Footnotes explain each RSU grant vests 25% on a specific initial date, then 6.25% every three months. The initial vesting dates cited are February 1, 2023, November 1, 2024, and November 1, 2025, creating ongoing quarterly vesting that leads to periodic share conversions.

Does this VTEX Form 4 show remaining derivative positions after the RSU conversions?

The derivative summary is empty, indicating no remaining derivative positions from the RSU grants visible in this filing. The reported derivative transactions reduce RSU balances while increasing non-derivative Class A Common Shares, showing these particular RSU awards have been fully or largely settled into stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/02/2026 - 09:19 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^*

Naranjo Alvarez Santiago

(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 Revenue 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		75,000	A	⁽¹⁾⁽²⁾	75,000	D
Class A Common Shares	05/29/2026		C		15,625	A	⁽¹⁾⁽³⁾	90,625	D
Class A Common Shares	05/29/2026		C		100,000	A	⁽¹⁾⁽⁴⁾	190,625	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)
Restricted Stock Unit	⁽¹⁾	05/29/2026		C			75,000	⁽²⁾	⁽²⁾	Class A Common Shares	75,000	⁽¹⁾	0	D
Restricted Stock Unit	⁽¹⁾	05/29/2026		C			15,625	⁽³⁾	⁽³⁾	Class A Common Shares	15,625	⁽¹⁾	18,750	D
Restricted Stock Unit	⁽¹⁾	05/29/2026		C			100,000	⁽⁴⁾	⁽⁴⁾	Class A Common Shares	100,000	⁽¹⁾	100,000	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 February 1, 2023, 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, 2024, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter.

4. 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/ Santiago Naranjo Alvarez	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