VTEX CEO converts 1M Class B into Class A shares

VTEX Chief Executive Officer do Carmo Thomaz Junior Geraldo reported a capital-structure move involving the company’s dual-class shares.

Rhea-AI Filing Summary

VTEX Chief Executive Officer do Carmo Thomaz Junior Geraldo reported a capital-structure move involving the company’s dual-class shares. He converted a derivative position in 1,000,000 Class B Common Shares into 1,000,000 Class A Common Shares at an exercise price of $0.00 per share. After this conversion, he directly holds 1,276,151 Class A Common Shares and 13,118,788 Class B Common Shares, while also indirectly holding additional Class A and Class B shares through affiliated entities. No open-market purchases or sales were reported in this filing.

Insights

Equity structure analyst

CEO converted 1M Class B into Class A shares with no market sale.

The filing shows VTEX’s CEO using a conversion of derivative security to acquire 1,000,000 Class A Common Shares from a Class B derivative at an exercise price of $0.00. This is an internal capital-structure adjustment rather than a cash transaction.

Following the conversion, he directly holds 1,276,151 Class A and 13,118,788 Class B shares, plus large indirect positions, including 18,420,307 Class B Common Shares via IMBETIBA PARENT LTD. The transaction does not involve buying or selling in the open market, so its informational value for short-term sentiment is limited.

Insider Trade Summary

1,000,000 shares exercised/converted

Exercise 4 txns

Insider do Carmo Thomaz Junior Geraldo

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Conversion	Class B Common Shares	1,000,000	$0.00	$0.00
Conversion	Class A Common Shares	1,000,000	$0.00	$0.00
holding	Class B Common Shares	--	--	--
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class B Common Shares — 13,118,788 contracts (Direct); Class A Common Shares — 1,276,151 shares (Direct); Class B Common Shares — 18,420,307 contracts (Indirect, By IMBETIBA PARENT LTD); Class A Common Shares — 120,089 shares (Indirect, By Signo Inv Tech Co Ltd)

Footnotes (2)

1. F1. Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share. Each Class B Common Share automatically converts into one Class A Common Share upon transfer to a recipient that is not a permitted transferee.
2. F2. These Class B Common Shares were previously reported in Table I and are now being reported in Table II.

Key Figures

Converted shares: 1,000,000 Class A shares Direct Class A holdings: 1,276,151 shares Direct Class B holdings: 13,118,788 shares +3 more

6 metrics

Converted shares 1,000,000 Class A shares Acquired via conversion of derivative security on 2026-06-24

Direct Class A holdings 1,276,151 shares Class A Common Shares held directly after transaction

Direct Class B holdings 13,118,788 shares Class B Common Shares held directly after transaction

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

Indirect Class B derivative 18,420,307 shares Underlying Class B Common Shares via IMBETIBA PARENT LTD

Exercise price $0.00 per share Conversion of Class B derivative into Class A shares

Key Terms

Class A Common Shares, Class B Common Shares, conversion of derivative security, permitted transferee, +1 more

5 terms

Class A Common Shares financial

"He converted a derivative position in 1,000,000 Class B Common Shares into 1,000,000 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).

Class B Common Shares financial

"Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share"

Class B common shares are one of multiple types of a company’s ordinary stock that usually differ from other classes in voting power, dividend priority, or transferability. For investors, the difference matters because owning Class B may mean less control over corporate decisions or different income potential compared with other share classes—like having a seat with fewer votes at a board meeting while still sharing in the company’s profits.

conversion of derivative security financial

"transaction_action is described as derivative conversion with transaction code C, indicating conversion of derivative security"

permitted transferee financial

"Each Class B Common Share automatically converts into one Class A Common Share upon transfer to a recipient that is not a permitted transferee"

indirect ownership financial

"Indirect holdings are reported through Signo Inv Tech Co Ltd and IMBETIBA PARENT LTD, reflecting indirect ownership structures"

FAQ

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

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

VTEX reported its CEO converting a derivative position in 1,000,000 Class B Common Shares into 1,000,000 Class A Common Shares at an exercise price of $0.00 per share. The filing shows a structural share conversion, not an open-market purchase or sale.

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

After the reported transactions, the VTEX CEO directly holds 1,276,151 Class A Common Shares. He also indirectly holds additional Class A shares through Signo Inv Tech Co Ltd, which is reported with 120,089 Class A Common Shares following the transactions.

What are the CEO’s Class B VTEX holdings after the reported conversion?

The CEO directly holds 13,118,788 Class B Common Shares after the Form 4 transactions. He also has an indirect derivative position linked to 18,420,307 Class B Common Shares through IMBETIBA PARENT LTD, each convertible into one Class A Common Share under the terms described.

Did the VTEX CEO buy or sell shares on the open market in this filing?

No, the Form 4 does not show any open-market purchases or sales by the VTEX CEO. Instead, it reports a conversion of derivative securities and updates to Class A and Class B positions, all at a stated exercise price of $0.00 per share.

How does the Class B to Class A conversion work for VTEX shares?

Each VTEX Class B Common Share is convertible into one Class A Common Share at any time by the holder. According to the filing, each Class B share also automatically converts into one Class A share if transferred to a recipient that is not a permitted transferee, preserving control structure terms.

What indirect VTEX shareholdings are disclosed for the CEO in this Form 4?

The CEO’s indirect holdings include 120,089 Class A Common Shares through Signo Inv Tech Co Ltd and a derivative interest in 18,420,307 Class B Common Shares via IMBETIBA PARENT LTD. These positions provide substantial additional exposure beyond his directly held VTEX shares.

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

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Accepted by SEC EDGAR 06/26/2026 - 04:57 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).

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)
06/24/2026

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 Shares	06/24/2026		C(1)		1,000,000	A	$0	1,276,151	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Shares(2)	(1)	06/24/2026		C			1,000,000	(1)	(1)	Class A Common Shares	1,000,000	$0	13,118,788	D
Class B Common Shares(2)	(1)							(1)	(1)	Class A Common Shares	18,420,307		18,420,307	I	By IMBETIBA PARENT LTD

Explanation of Responses:

1. Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share. Each Class B Common Share automatically converts into one Class A Common Share upon transfer to a recipient that is not a permitted transferee.

2. These Class B Common Shares were previously reported in Table I and are now being reported in Table II.

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	06/26/2026
	** 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)