VTEX CEO sells 4,808 shares under trading plan

VTEX Chief Executive Officer Gomide de Faria Mariano, through entity Mira Limited, sold 4,808 shares of Class A Common Stock in an open-market transaction at a weighted average price of $4.01 per share, under a pre-set Rule 10b5-1 Trading Plan.

Rhea-AI Filing Summary

VTEX Chief Executive Officer Gomide de Faria Mariano, through entity Mira Limited, sold 4,808 shares of Class A Common Stock in an open-market transaction at a weighted average price of $4.01 per share, under a pre-set Rule 10b5-1 Trading Plan.

After this sale, Mira Limited held 22,009 VTEX Class A shares indirectly. Additional reported holdings include 14,100 shares held indirectly "By Class M" and 579,813 shares held directly by the reporting person, indicating a substantial remaining ownership stake.

Insider Trade Summary 10b5-1

Net Seller: 4,808 shares

Net Sell 3 txns

Insider Gomide de Faria Mariano

Role Chief Executive Officer

Sold 4,808 shs ($19K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,808	$4.01	$19K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 22,009 shares (Indirect, By Mira Limited); Class A Common Stock — 579,813 shares (Direct); Class A Common Stock — 14,100 shares (Indirect, By Class M)

Footnotes (2)

1. F1. Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025.
2. F2. 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 $4.02, 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: $4.01/share Sale price range: $4.00–$4.02/share +3 more

6 metrics

Shares sold 4,808 shares Open-market sale of Class A Common Stock

Weighted average sale price $4.01/share Price for 4,808 VTEX Class A shares sold

Sale price range $4.00–$4.02/share Range of individual trade prices in the sale

Indirect holdings via Mira Limited 22,009 shares VTEX Class A shares held indirectly after sale

Indirect holdings by Class M 14,100 shares VTEX Class A shares held indirectly "By Class M"

Direct holdings after transaction 579,813 shares VTEX Class A shares held directly by CEO

Key Terms

Rule 10b5-1 Trading Plan, weighted average price, open-market sale, indirect ownership, +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.

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.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

"direct_or_indirect: I, nature_of_ownership: By Mira Limited"

Class A Common Stock financial

"security_title: Class A Common Stock"

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.

FAQ

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

What insider transaction did VTEX (VTEX) disclose in this Form 4?

VTEX disclosed an open-market sale of 4,808 Class A shares linked to CEO Gomide de Faria Mariano through Mira Limited. The sale was executed at a weighted average price of $4.01 per share under a pre-arranged Rule 10b5-1 trading plan.

At what price were the VTEX shares sold in the reported insider trade?

The 4,808 VTEX Class A shares were sold at a weighted average price of $4.01 per share. According to the filing, individual trade prices ranged from $4.00 to $4.02, with full breakdowns available on request from the company or regulators.

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

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person. Such pre-set plans schedule trades in advance, helping separate routine liquidity moves from discretionary market-timing decisions.

How many VTEX shares does Mira Limited hold after the reported sale?

Following the transaction, Mira Limited held 22,009 VTEX Class A shares indirectly for the reporting person. This figure reflects the position after selling 4,808 shares and indicates the entity still maintains a meaningful remaining stake in the company.

What are the VTEX CEO’s total direct shareholdings after this Form 4?

The Form 4 reports that 579,813 VTEX Class A shares are held directly by CEO Gomide de Faria Mariano after the transactions. These directly held shares are in addition to indirect holdings through Mira Limited and another entity labeled "By Class M."

How many VTEX shares are reported as held indirectly by other entities?

Besides the Mira Limited position, the filing shows 14,100 VTEX Class A shares held indirectly with the ownership nature described as "By Class M." Combined with Mira Limited’s 22,009 shares, these entries outline the CEO’s indirect ownership structure.

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

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Accepted by SEC EDGAR 04/28/2026 - 01:05 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).

X

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^*

Gomide de Faria Mariano

(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)
04/27/2026

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 Stock	04/27/2026		S(1)		4,808	D	$4.01(2)	22,009	I	By Mira Limited
Class A Common Stock								579,813	D
Class A Common Stock								14,100	I	By Class M

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

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 $4.02, 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/ Mariano Gomide de Faria	04/28/2026
	** 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)