VTEX director converts stock grants into 4,646 shares

Q: How many VTEX shares were involved in the RSU conversion?

Three restricted stock unit tranches converted into 4,646 Class A common shares on October 1, 2026. The securities were held for the benefit of Riverwood Capital GP II Ltd. and/or certain affiliates. No Rule 10b5-1 plan is reported.

Q: How did the VTEX RSUs vest?

The three reported RSU tranches each had 8.33% vest on October 1 of its respective year—2024, 2025 or 2026—and the remaining amount vests in tranches of 8.33% every three months thereafter.

Each restricted stock unit represents a contingent right to receive one VTEX Class A common share.

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Rhea-AI Filing Summary

VTEX director Francisco Alvarez-Demalde reported the October 1, 2026 conversion of three restricted stock unit tranches into 4,646 Class A common shares. The securities are held for the benefit of Riverwood Capital GP II Ltd. and/or certain affiliates; Alvarez-Demalde disclaims beneficial ownership except to the extent of any pecuniary interest and is obligated to transfer the underlying shares upon settlement, or sale proceeds, as directed by Riverwood. No Rule 10b5-1 plan is reported.

Insider Trade Summary

4,646 shares exercised/converted

Exercise 6 txns

Insider Alvarez-Demalde Francisco

Role Director

Type	Security	Shares	Price	Value
Conversion	Restricted Stock Unit ^{F1, F3, F2}	971	$0.00	$0.00
Conversion	Restricted Stock Unit ^{F1, F4, F2}	1,057	$0.00	$0.00
Conversion	Restricted Stock Unit ^{F1, F5, F2}	2,618	$0.00	$0.00
Conversion	Class A Common Shares ^{F1, F2}	971	--	--
Conversion	Class A Common Shares ^{F1, F2}	1,057	--	--
Conversion	Class A Common Shares ^{F1, F2}	2,618	--	--

Holdings After Transaction: Restricted Stock Unit — 39,142 contracts (Direct); Class A Common Shares — 16,640 shares (Direct)

Footnotes (5)

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. These securities are held by Mr. Alvarez-Demalde for the benefit of Riverwood Capital GP II Ltd. and/or certain of its affiliates (collectively, "Riverwood"). Mr. Alvarez-Demalde is obligated to transfer the underlying shares upon settlement or any proceeds from the sale thereof as directed by Riverwood. Mr. Alvarez-Demalde disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Alvarez-Demalde for purposes of Section 16 or any other purposes.
F3. Represents RSUs, 8.33% of which vested on October 1, 2024, and the remaining amount of which vests in tranches of 8.33% every three (3) months thereafter.
F4. Represents RSUs, 8.33% of which vested on October 1, 2025, and the remaining amount of which vests in tranches of 8.33% every three (3) months thereafter.
F5. Represents RSUs, 8.33% of which vested on October 1, 2026, and the remaining amount of which vests in tranches of 8.33% every three (3) months thereafter.

Key Figures

Class A common shares converted: 4,646 shares RSU tranche: 971 shares RSU tranche: 1,057 shares +2 more

5 metrics

Class A common shares converted 4,646 shares Three RSU conversions on October 1, 2026

RSU tranche 971 shares Conversion on October 1, 2026; 8.33% vested on October 1, 2024

RSU tranche 1,057 shares Conversion on October 1, 2026; 8.33% vested on October 1, 2025

RSU tranche 2,618 shares Conversion on October 1, 2026; 8.33% vested on October 1, 2026

RSU vesting tranche 8.33% Remaining amounts vest in tranches every three months

Key Terms

Restricted Stock Unit, contingent right, beneficial ownership, pecuniary interest

4 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSUs") represents a contingent right"

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.

contingent right financial

"represents a contingent right to receive shares"

beneficial ownership regulatory

"disclaims beneficial ownership of these securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of any pecuniary interest therein"

FAQ

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

How many VTEX shares were involved in the RSU conversion?

Three restricted stock unit tranches converted into 4,646 Class A common shares on October 1, 2026. The securities were held for the benefit of Riverwood Capital GP II Ltd. and/or certain affiliates. No Rule 10b5-1 plan is reported.

How did the VTEX RSUs vest?

The three reported RSU tranches each had 8.33% vest on October 1 of its respective year—2024, 2025 or 2026—and the remaining amount vests in tranches of 8.33% every three months thereafter.

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

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Available on EDGAR 10/02/2026 - 01:12 PM Accepted by SEC EDGAR 10/02/2026 - 01:12 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^*

Alvarez-Demalde Francisco

(Last)

(First)

(Middle)

C/O RIVERWOOD CAPITAL MANAGEMENT L.P.,

70 WILLOW ROAD, SUITE 200

(Street)

MENLO PARK

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
VTEX [ NYSE: VTEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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	10/01/2026		C		971	A	⁽¹⁾	12,965	D⁽²⁾
Class A Common Shares	10/01/2026		C		1,057	A	⁽¹⁾	14,022	D⁽²⁾
Class A Common Shares	10/01/2026		C		2,618	A	⁽¹⁾	16,640	D⁽²⁾

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⁾	10/01/2026		C			971	⁽³⁾	⁽³⁾	Class A Common Shares	971	$0	2,915	D⁽²⁾
Restricted Stock Unit	⁽¹⁾	10/01/2026		C			1,057	⁽⁴⁾	⁽⁴⁾	Class A Common Shares	1,057	$0	7,406	D⁽²⁾
Restricted Stock Unit	⁽¹⁾	10/01/2026		C			2,618	⁽⁵⁾	⁽⁵⁾	Class A Common Shares	2,618	$0	28,821	D⁽²⁾

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. These securities are held by Mr. Alvarez-Demalde for the benefit of Riverwood Capital GP II Ltd. and/or certain of its affiliates (collectively, "Riverwood"). Mr. Alvarez-Demalde is obligated to transfer the underlying shares upon settlement or any proceeds from the sale thereof as directed by Riverwood. Mr. Alvarez-Demalde disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Alvarez-Demalde for purposes of Section 16 or any other purposes.

3. Represents RSUs, 8.33% of which vested on October 1, 2024, and the remaining amount of which vests in tranches of 8.33% every three (3) months thereafter.

4. Represents RSUs, 8.33% of which vested on October 1, 2025, and the remaining amount of which vests in tranches of 8.33% every three (3) months thereafter.

5. Represents RSUs, 8.33% of which vested on October 1, 2026, and the remaining amount of which vests in tranches of 8.33% 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/ Francisco Alvarez-Demalde	10/02/2026
	** 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