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VTEX CEO converts 34,374 RSUs into shares

VTEX (VTEX) reported insider equity transactions by Chief Executive Officer do Carmo Thomaz Junior Geraldo.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

VTEX (VTEX) reported insider equity transactions by Chief Executive Officer do Carmo Thomaz Junior Geraldo. On August 26, 2026, two blocks of 17,187 Restricted Stock Units each were converted, resulting in the acquisition of corresponding Class A common shares on a one-for-one basis. In connection with these RSU vestings, 10,820 Class A common shares were withheld at $4.39 per share to satisfy tax withholding obligations, rather than being sold in the market. Following these transactions, 120,089 Class A common shares are reported as held indirectly through Signo Inv Tech Co Ltd.

Positive

  • None.

Negative

  • None.
Insider do Carmo Thomaz Junior Geraldo
Role Chief Executive Officer
Type Security Shares Price Value
Conversion Restricted Stock Unit F1, F3 17,187 $0.00 $0.00
Conversion Restricted Stock Unit F1, F4 17,187 $0.00 $0.00
Conversion Class A Common Shares F1 17,187 -- --
Conversion Class A Common Shares F1 17,187 -- --
Other Class A Common Shares F2 10,820 $4.39 $47K
holding Class A Common Shares -- -- --
Holdings After Transaction: Restricted Stock Unit — 240,626 contracts (Direct); Class A Common Shares — 1,141,241 shares (Direct); Class A Common Shares — 120,089 shares (Indirect, By Signo Inv Tech Co Ltd)
Footnotes (4)
  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. Reflects shares of Class A common stock withheld to cover tax withholding obligations in connection with the vesting restricted stock units reported herein.
  3. 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
  4. 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.
RSUs converted 17,187 Restricted Stock Units Each of two RSU awards converted into Class A common shares on August 26, 2026
Total RSUs converted 34,374 Restricted Stock Units Sum of two RSU tranches of 17,187 units each converted to shares
Shares withheld for taxes 10,820 Class A common shares Withheld to cover tax withholding obligations related to RSU vesting
Tax withholding price $4.39 per share Per-share value used for shares withheld to satisfy tax obligations
Indirect holdings after transactions 120,089 Class A common shares Indirectly held by Signo Inv Tech Co Ltd following the reported transactions
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSUs") represents a contingent right to receive"
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.
foreign private issuer regulatory
"Due to the Issuer's status as a foreign private issuer pursuant to Rule"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
Sections 16(b) and 16(c) regulatory
"transactions in the Issuer's equity securities are exempt from Sections 16(b)"
Rule 3a12-3(b) regulatory
"status as a foreign private issuer pursuant to Rule 3a12-3(b) under"
indirect ownership financial
"Class A Common Shares ... indirect ... By Signo Inv Tech Co Ltd"

FAQ

What insider transactions did VTEX (VTEX) report on August 26, 2026?

VTEX reported that CEO do Carmo Thomaz Junior Geraldo converted 2 RSU grants of 17,187 units each into Class A common shares and had 10,820 shares withheld at $4.39 per share to cover tax obligations related to these RSU vestings.

How many VTEX (VTEX) RSUs were converted into Class A common shares?

Two RSU awards of 17,187 Restricted Stock Units each, representing a total of 34,374 units, were converted into an equal number of VTEX Class A common shares on a one-for-one basis, as disclosed in the footnotes.

Were the VTEX (VTEX) insider transactions part of a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not marked, and there is no footnote stating the transactions were made pursuant to a Rule 10b5-1 trading plan or similar pre-arranged trading arrangement.

Why were 10,820 VTEX (VTEX) Class A shares reported as disposed at $4.39?

The Form 4 states that 10,820 Class A common shares at $4.39 per share were withheld to cover tax withholding obligations arising from the RSU vesting, as explained in the transaction footnote, rather than being sold in an open-market transaction.

How many VTEX (VTEX) shares does the CEO hold indirectly after these transactions?

After the reported transactions, the Form 4 shows 120,089 Class A common shares held indirectly through Signo Inv Tech Co Ltd, as indicated in the holding entry for indirect ownership.

What does VTEX disclose about its foreign private issuer status in this Form 4?

VTEX discloses that, as a foreign private issuer under Rule 3a12-3(b) of the Exchange Act, the CEO’s transactions in VTEX equity securities are exempt from Sections 16(b) and 16(c) of the Act.

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SEC Form 4
FORM 4UNITED 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 CAYMANKYI-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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Shares08/26/2026C17,187A(1)1,134,874D
Class A Common Shares08/26/2026C17,187A(1)1,152,061D
Class A Common Shares08/26/2026J(2)10,820D$4.391,141,241D
Class A Common Shares120,089IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)08/26/2026C17,187 (3) (3)Class A Common Shares17,187$085,938D
Restricted Stock Unit(1)08/26/2026C17,187 (4) (4)Class A Common Shares17,187$0154,688D
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. Reflects shares of Class A common stock withheld to cover tax withholding obligations in connection with the vesting restricted stock units reported herein.
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/ Geraldo do Carmo Thomaz Junior08/28/2026
** Signature of Reporting PersonDate
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)