Was the VTEX CEO’s share sale made under a Rule 10b5-1 plan?

Yes, the filing states the sales were effected pursuant to a Rule 10b5-1 Trading Plan adopted on October 11, 2025. Such plans schedule trades in advance, making the timing more routine and less indicative of short-term views on the stock.

Is the VTEX CEO’s share sale large relative to his total holdings?

The CEO sold 4,808 shares while retaining 1,271,343 shares directly and 120,089 shares indirectly. In this context, the sale is relatively small compared with his overall position, suggesting a limited change in his economic exposure to VTEX.

VTEX (VTEX) CEO sells 4,808 Class A shares in pre-set trading plan

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

VTEX Chief Executive Officer do Carmo Thomaz Junior Geraldo reported an open-market sale of 4,808 Class A Common Shares at a weighted average price of $4.00 per share, with individual trade prices ranging from $4.00 to $4.005.

The sale was effected under a pre-arranged Rule 10b5-1 Trading Plan adopted on October 11, 2025. After this transaction, he holds 1,271,343 Class A Common Shares directly and 120,089 Class A Common Shares indirectly through Signo Inv Tech Co Ltd, so the sale represents a small portion of his overall position.

Insider Trade Summary 10b5-1

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

Net Sell 2 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
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class A Common Shares — 1,271,343 shares (Direct, null); Class A Common Shares — 120,089 shares (Indirect, By Signo Inv Tech Co Ltd)

Footnotes (1)

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 $4.005, 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.

Key Figures

Shares sold: 4,808 shares Weighted average sale price: $4.00 per share Direct holdings after sale: 1,271,343 shares +3 more

6 metrics

Shares sold 4,808 shares Class A Common Shares sold in open market

Weighted average sale price $4.00 per share Open-market sales ranging $4.00–$4.005

Direct holdings after sale 1,271,343 shares Class A Common Shares held directly by CEO after transaction

Indirect holdings after sale 120,089 shares Class A Common Shares held indirectly via Signo Inv Tech Co Ltd

Net share change -4,808 shares Net buy/sell shares reported in transaction summary

Rule 10b5-1 plan adoption date October 11, 2025 Date CEO adopted trading plan governing these sales

Key Terms

Rule 10b5-1 Trading Plan, weighted average price, Class A Common Shares

3 terms

Rule 10b5-1 Trading Plan regulatory

"Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025."

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.

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 Shares financial

"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).

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:20 PM Accepted by SEC EDGAR 06/29/2026 - 04:19 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^*

do Carmo Thomaz Junior Geraldo

(Last)

(First)

(Middle)

4TH FLOOR, HARBOUR PLACE

103 SOUTH CHURCH STREET

(Street)

GRAND CAYMAN

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)
06/26/2026

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	06/26/2026		S⁽¹⁾		4,808	D	$4⁽²⁾	1,271,343	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)

Explanation of Responses:

1. Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025.

2. 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 $4.005, 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.

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	06/29/2026
	** 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 transaction did VTEX (VTEX) disclose for its CEO?

VTEX disclosed that CEO do Carmo Thomaz Junior Geraldo sold 4,808 Class A Common Shares. The shares were sold in open-market trades around $4.00 per share pursuant to a pre-arranged Rule 10b5-1 Trading Plan adopted on October 11, 2025.

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

The CEO sold 4,808 Class A Common Shares at a weighted average price of $4.00. Individual trades occurred between $4.00 and $4.005 per share, reflecting small price variations across multiple executions within that narrow range.

How many VTEX shares does the CEO hold after this Form 4 transaction?

After the reported sale, the CEO directly holds 1,271,343 Class A Common Shares. He also indirectly holds 120,089 Class A Common Shares through Signo Inv Tech Co Ltd, giving him a substantial remaining ownership stake in VTEX following the transaction.

What does the indirect VTEX shareholding in Signo Inv Tech Co Ltd represent?

The Form 4 shows 120,089 Class A Common Shares held indirectly through Signo Inv Tech Co Ltd. This indicates those shares are owned via that entity rather than directly by the CEO, but are still reported as part of his beneficial ownership position.