Were the VTEX CEO share sales under a Rule 10b5-1 trading plan?

Yes. A footnote explains the reported sales were effected pursuant to a Rule 10b5-1 Trading Plan adopted on October 11, 2025. Such plans pre-schedule trades, indicating these sales were part of a predetermined program rather than discretionary timing decisions.

VTEX (VTEX) CEO logs small 10b5-1 share sale and RSU conversions

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

VTEX Chief Executive Officer do Carmo Thomaz Junior Geraldo reported several equity transactions in Class A common shares. He sold 4,808 shares at a weighted average price of $4.00 per share in an open-market sale executed under a Rule 10b5-1 Trading Plan.

He also converted a total of 34,376 Restricted Stock Units into Class A common shares at a conversion price of $0.00, along with another non-market "other" transaction of 10,882 shares. After these moves, he holds 401,151 shares directly and 120,089 shares indirectly through Signo Inv Tech Co Ltd, indicating the sale is a small portion of his overall position.

Insights

Routine VTEX CEO trades: small 10b5-1 sale alongside RSU conversions.

The VTEX Chief Executive Officer reported a modest open-market sale of 4,808 Class A shares at about $4.00 per share. Footnotes state these sales were executed under a Rule 10b5-1 Trading Plan, suggesting they were pre-scheduled rather than opportunistic.

On the same date, he converted 34,376 RSUs into Class A common shares at a conversion price of $0.00, and recorded an additional 10,882-share non-market transaction classified as "other". Such RSU conversions are standard compensation-related events and do not represent open-market buying.

Following the transactions, he holds 401,151 shares directly and 120,089 shares indirectly via Signo Inv Tech Co Ltd. The 4,808 shares sold represent a very small fraction of his visible holdings, and the absence of remaining derivative positions in this filing points to a largely equity-based exposure. Overall, the activity looks routine and not thesis-changing.

Insider Trade Summary 10b5-1

Net Seller: 4,808 shares ($19,232)

Net Sell 7 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	$4.00	$19K
Conversion	Restricted Stock Unit	17,188	$0.00	--
Conversion	Restricted Stock Unit	17,188	$0.00	--
Conversion	Class A Common Shares	17,188	$0.00	--
Conversion	Class A Common Shares	17,188	$0.00	--
Other	Class A Common Shares	10,882	$3.91	$43K
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class A Common Shares — 401,151 shares (Direct, null); Restricted Stock Unit — 103,125 shares (Direct, null); Class A Common Shares — 120,089 shares (Indirect, By Signo Inv Tech Co Ltd)

Footnotes (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. Reflects shares of Class A common stock withheld to cover tax withholding obligations in connection with the vesting restricted stock units reported herein. 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 $4.01, 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. 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 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

Shares sold: 4,808 shares Sale price: $4.00 per share Direct holdings after trades: 401,151 shares +4 more

7 metrics

Shares sold 4,808 shares Class A common shares sold at ~$4.00 on 2026-06-01

Sale price $4.00 per share Weighted average sale price, trades from $4.00 to $4.01

Direct holdings after trades 401,151 shares Class A common shares held directly after reported transactions

Indirect holdings 120,089 shares Class A common shares held indirectly via Signo Inv Tech Co Ltd

RSU conversions 34,376 shares Total Class A shares received from RSU conversions on 2026-05-29

Other transaction shares 10,882 shares Non-derivative Class A shares in code J “other” transaction

Net buy/sell shares -4,808 shares Net effect of buy/sell activity in this filing

Key Terms

Rule 10b5-1 Trading Plan, Restricted Stock Unit, weighted average price, Class A common stock, +1 more

5 terms

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.

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.

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.

Class A common stock financial

"receive shares of Issuer Class A common stock on a one-for-one basis"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

tax withholding obligations financial

"Reflects shares of Class A common stock withheld to cover tax withholding obligations"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 09:59 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^*

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)
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		17,188	A	⁽¹⁾	399,599	D
Class A Common Shares	05/29/2026		C		17,188	A	⁽¹⁾	416,787	D
Class A Common Shares	05/29/2026		J⁽²⁾		10,882	A	$3.91	405,959	D
Class A Common Shares	06/01/2026		S⁽³⁾		4,808	D	$4⁽⁴⁾	401,151	D
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)
Restricted Stock Unit	⁽¹⁾	05/29/2026		C			17,188	⁽⁵⁾	⁽⁵⁾	Class A Common Shares	17,188	$0	103,125	D
Restricted Stock Unit	⁽¹⁾	05/29/2026		C			17,188	⁽⁶⁾	⁽⁶⁾	Class A Common Shares	17,188	$0	171,875	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. 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 sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025.

4. 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 $4.01, 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.

5. 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

6. 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 Junior	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

FAQ

What insider transactions did VTEX (VTEX) CEO report in this Form 4?

The VTEX CEO reported a small open-market sale of 4,808 Class A common shares around $4.00 per share, plus RSU conversions totaling 34,376 shares and a 10,882-share non-market “other” transaction, all affecting his direct equity holdings.

How many VTEX (VTEX) shares did the CEO sell and at what price?

He sold 4,808 VTEX Class A common shares at a weighted average price of $4.00 per share, with individual trades ranging from $4.00 to $4.01. The filing notes he can provide detailed trade breakdowns upon request to investors or regulators.

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

After the reported transactions, the CEO holds 401,151 VTEX Class A common shares directly and 120,089 shares indirectly through Signo Inv Tech Co Ltd. These figures show he retains a substantial equity stake following the modest open-market sale disclosed in the Form 4.

What RSU activity did the VTEX (VTEX) Form 4 disclose for the CEO?

The filing shows conversion of 34,376 Restricted Stock Units into VTEX Class A common shares at a $0.00 conversion price. Footnotes describe RSU grants vesting 25% on November 1, 2024 or 2025, with remaining portions vesting 6.25% every three months thereafter.

What does the “other” transaction in the VTEX CEO Form 4 represent?

The Form 4 includes a 10,882-share Class A common stock transaction coded “J,” described as “Other acquisition or disposition.” It is categorized as a non-derivative, non-market event, indicating a structural or administrative change rather than a typical open-market trade.