VTEX CFO converts 10,010 RSUs into Class A shares

VTEX Chief Financial Officer Ricardo Sodre reported routine equity compensation activity involving Restricted Stock Units (RSUs).

Rhea-AI Filing Summary

VTEX Chief Financial Officer Ricardo Sodre reported routine equity compensation activity involving Restricted Stock Units (RSUs). On May 29, 2026, he converted two RSU tranches totaling 10,010 RSUs into the same number of Class A Common Shares at a stated price of $0.00 per share, reflecting non-cash derivative conversions rather than market purchases. Following these transactions, he directly holds 476,129 Class A Common Shares and continues to hold RSU awards, including 68,750 and 41,250 RSUs that vest over time as described in the footnotes.

Insights

Equity compensation analyst

Routine RSU conversions increase VTEX CFO’s share holdings without open-market buying or selling.

The filing shows Ricardo Sodre converting 10,010 RSUs into an equal number of VTEX Class A Common Shares on May 29, 2026. These are coded as derivative conversions, not open-market trades, and occur at a stated price of $0.00 per share.

After these conversions, he holds 476,129 Class A shares directly, while remaining RSU awards of 68,750 and 41,250 units continue to vest in scheduled tranches. This pattern is typical for executive stock-based compensation and does not by itself signal a change in sentiment.

Insider Trade Summary

10,010 shares exercised/converted

Exercise 4 txns

Insider Sodre Ricardo

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Conversion	Restricted Stock Unit	5,005	$0.00	$0.00
Conversion	Restricted Stock Unit	5,005	$0.00	$0.00
Conversion	Class A Common Shares	5,005	$0.00	$0.00
Conversion	Class A Common Shares	5,005	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 110,000 contracts (Direct); Class A Common Shares — 481,134 shares (Direct)

Footnotes (3)

1. 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.
2. F2. 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
3. F3. 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

RSUs converted: 10,010 shares Post-transaction common shares: 476,129 shares First RSU grant remaining: 68,750 RSUs +3 more

6 metrics

RSUs converted 10,010 shares Total RSUs converted to Class A Common Shares on May 29, 2026

Post-transaction common shares 476,129 shares Direct Class A Common Shares held after reported conversions

First RSU grant remaining 68,750 RSUs RSU award with 25% vested Nov 1, 2024

Second RSU grant remaining 41,250 RSUs RSU award with 25% vested Nov 1, 2025

Conversion price $0.00 per share Stated price for RSU-to-share conversions

Exercise/Conversion count 2 transactions Derivative exercises (code C) in transaction summary

Key Terms

Restricted Stock Unit, derivative conversion, Class A Common Shares, transaction code C, +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.

derivative conversion financial

"transaction_action": "derivative conversion""

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).

transaction code C financial

"transaction_code_description": "Conversion of derivative security""

contingent right financial

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

FAQ

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

What did VTEX (VTEX) CFO Ricardo Sodre report in this Form 4?

Ricardo Sodre reported converting 10,010 Restricted Stock Units into 10,010 VTEX Class A Common Shares. These are non-cash derivative conversions of equity awards, not open-market stock purchases or sales, and reflect routine settlement of his stock-based compensation.

How many VTEX Class A shares does the CFO hold after these transactions?

Following the reported RSU conversions, the CFO directly holds 476,129 VTEX Class A Common Shares. This figure comes from the post-transaction ownership line in the non-derivative section and indicates his ongoing equity stake after the compensation-related activity.

Were any VTEX shares bought or sold on the open market in this Form 4?

No open-market purchases or sales were reported. All entries use transaction code C for conversion of derivative securities, with a stated price of $0.00 per share, indicating RSU settlements rather than discretionary market trading by the VTEX CFO.

What RSU awards does the VTEX CFO still hold after the conversions?

After converting 10,010 RSUs, the CFO continues to hold RSU grants totaling 68,750 and 41,250 units. Footnotes explain that each grant vests 25% on specific November dates, with the remaining RSUs vesting 6.25% every three months thereafter.

How many RSUs were converted into VTEX Class A shares in this filing?

The filing shows two RSU tranches of 5,005 units each converted, totaling 10,010 RSUs. Each unit represents a contingent right to receive one VTEX Class A Common Share, so the conversions resulted in 10,010 newly issued common shares to the CFO.

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

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Accepted by SEC EDGAR 06/02/2026 - 09:16 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).

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^*

Sodre Ricardo

(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 Financial 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	05/29/2026		C		5,005	A	(1)(2)	476,129	D
Class A Common Shares	05/29/2026		C		5,005	A	(1)(3)	481,134	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	05/29/2026		C			5,005	(2)	(2)	Class A Common Shares	5,005	(1)	41,250	D
Restricted Stock Unit	(1)	05/29/2026		C			5,005	(3)	(3)	Class A Common Shares	5,005	(1)	68,750	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 November 1, 2024, 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, 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/ Ricardo Camatta Sodre	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.
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* Form 4: SEC 1474 (03-26)