STOCK TITAN

VTEX CEO gets 34,374 shares from stock unit vesting

VTEX (VTEX) reported equity compensation activity for Chief Executive Officer Gomide de Faria Mariano.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

VTEX (VTEX) reported equity compensation activity for Chief Executive Officer Gomide de Faria Mariano. On 2026-08-26, a total of 34,374 Restricted Stock Units converted into 34,374 Class A common shares in two tranches of 17,187 shares each, reflecting previously granted RSUs that vest over time. In connection with these vestings, 12,392 Class A shares were withheld at $4.39 per share to cover tax withholding obligations. The filing also records continuing indirect holdings of 14,100 Class A shares held "By Class M" and 913,929 Class A shares held "By Mira Limited." VTEX notes that, as a foreign private issuer under Rule 3a12-3(b), these transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act.

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Insider Gomide de Faria Mariano
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 12,392 $4.39 $54K
holding Class A Common Shares -- -- --
holding Class A Common Shares -- -- --
Holdings After Transaction: Restricted Stock Unit — 240,626 contracts (Direct); Class A Common Shares — 623,779 shares (Direct); Class A Common Shares — 14,100 shares (Indirect, By Class M); Class A Common Shares — 913,929 shares (Indirect, By Mira Limited)
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 34,374 RSUs Total RSUs converted into Class A common shares on 2026-08-26
Shares acquired from RSU conversion 34,374 Class A common shares Non-derivative shares received upon RSU conversion on 2026-08-26
Shares withheld for taxes 12,392 Class A common shares Shares withheld to cover tax withholding obligations
Withholding share price $4.39 per share Price used for shares withheld to satisfy tax withholding obligations
Indirect holdings by Class M 14,100 Class A common shares Indirect ownership position following reported transactions
Indirect holdings by Mira Limited 913,929 Class A common shares Indirect ownership position following reported transactions
Derivative exercises 34,374 RSUs Total RSUs converted as derivative transactions (code C)
Restructuring shares 12,392 shares Shares involved in code J transaction categorized as restructuring in summary
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 3a12-3(b)"
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.
Rule 3a12-3(b) regulatory
"as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange"
Sections 16(b) and 16(c) regulatory
"equity securities are exempt from Sections 16(b) and 16(c) of the Act"
Class A common stock financial
"right to 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.

FAQ

What equity transactions did VTEX (VTEX) report for its CEO on August 26, 2026?

VTEX reported that CEO Gomide de Faria Mariano had 34,374 RSUs convert into 34,374 Class A common shares in two tranches of 17,187 shares each, with an additional 12,392 shares withheld to satisfy tax withholding obligations.

How many VTEX (VTEX) shares were withheld for taxes in this Form 4?

The filing states that 12,392 Class A common shares were withheld at $4.39 per share to cover tax withholding obligations related to the vesting of restricted stock units.

What RSU-to-share conversion rate is disclosed for VTEX (VTEX) in this filing?

Each Restricted Stock Unit (RSU) represents a contingent right to receive one Class A common share of VTEX on a one-for-one basis, according to the footnotes.

What indirect VTEX (VTEX) shareholdings are reported for the CEO?

The filing reports indirect ownership of 14,100 Class A shares held "By Class M" and 913,929 Class A shares held "By Mira Limited," in addition to the reported transactions.

Why are VTEX (VTEX) insider transactions exempt from Section 16(b) and 16(c)?

VTEX states it is a foreign private issuer under Rule 3a12-3(b) of the Exchange Act, so the reporting person’s transactions in VTEX equity securities are exempt from Sections 16(b) and 16(c) of the Act.

What are the vesting terms of the RSUs mentioned in the VTEX (VTEX) Form 4?

One RSU grant vested 25% on November 1, 2024, with the remainder vesting in 6.25% quarterly tranches. A second grant vests 25% on November 1, 2025, with the balance also vesting in 6.25% quarterly tranches thereafter.

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

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Learn about SEC filing dates
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*
Gomide de Faria Mariano

(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)618,984D
Class A Common Shares08/26/2026C17,187A(1)636,171D
Class A Common Shares08/26/2026J(2)12,392D$4.39623,779D
Class A Common Shares14,100IBy Class M
Class A Common Shares913,929IBy Mira Limited
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/ Mariano Gomide de Faria08/28/2026
** 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)