STOCK TITAN

VTEX CSO converts 13,750 RSUs into Class A shares

VTEX (VTEX) reported that Chief Strategy Officer Gomes Andre Spolidoro Ferreira converted derivative awards into equity.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

VTEX (VTEX) reported that Chief Strategy Officer Gomes Andre Spolidoro Ferreira converted derivative awards into equity. On 2026-08-26, a total of 13,750 Restricted Stock Units were converted into Class A common shares in two tranches of 6,875 each. In connection with the RSU vesting, 3,350 Class A shares were withheld at $4.39 per share to satisfy tax withholding obligations. Ferreira also reports 33,400 Class A shares held indirectly through Botsmark LLC. VTEX notes its status as a foreign private issuer, so these equity transactions are exempt from certain U.S. short-swing profit rules.

Positive

  • None.

Negative

  • None.
Insider Gomes Andre Spolidoro Ferreira
Role Chief Strategy Officer
Type Security Shares Price Value
Conversion Restricted Stock Unit F1, F3 6,875 $0.00 $0.00
Conversion Restricted Stock Unit F1, F4 6,875 $0.00 $0.00
Conversion Class A Common Shares F1 6,875 -- --
Conversion Class A Common Shares F1 6,875 -- --
Other Class A Common Shares F2 3,350 $4.39 $15K
holding Class A Common Shares -- -- --
Holdings After Transaction: Restricted Stock Unit — 96,250 contracts (Direct); Class A Common Shares — 308,831 shares (Direct); Class A Common Shares — 33,400 shares (Indirect, By Botsmark LLC)
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 13,750 Restricted Stock Units Total RSUs converted into Class A common shares on 2026-08-26
RSU tranche size 6,875 Restricted Stock Units Each of two RSU conversion transactions on 2026-08-26
Shares withheld for taxes 3,350 Class A common shares Withheld to cover tax withholding obligations on RSU vesting
Withholding reference price $4.39 per share Per-share value for 3,350 Class A shares withheld for taxes
Indirectly held shares 33,400 Class A common shares Indirect ownership reported as held by Botsmark LLC
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSUs") represents a contingent right"
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"
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.
Sections 16(b) and 16(c) regulatory
"equity securities are exempt from Sections 16(b) and 16(c) of"
indirect ownership financial
"total_shares_following_transaction 33400.0000, direct_or_indirect "I""
conversion of derivative security financial
"transaction_code_description "Conversion of derivative security""

FAQ

What did VTEX (VTEX) disclose about insider equity awards in this Form 4?

VTEX reported that Chief Strategy Officer Gomes Andre Spolidoro Ferreira converted 13,750 RSUs into Class A common shares on 2026-08-26, in two tranches of 6,875 RSUs each, reflecting vesting of previously granted equity awards.

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

In connection with the RSU vesting, 3,350 Class A common shares of VTEX were withheld at a value of $4.39 per share to cover tax withholding obligations tied to the vesting restricted stock units.

What indirect VTEX (VTEX) holdings does the insider report?

Gomes Andre Spolidoro Ferreira reports indirect ownership of 33,400 VTEX Class A common shares, held “By Botsmark LLC”. This position is reported as indirect ownership in the Form 4 holdings section.

Are VTEX (VTEX) insider transactions subject to Section 16(b) short-swing rules?

The filing states that, due to VTEX’s status as a foreign private issuer under Rule 3a12-3(b), the reporting person’s transactions in VTEX equity securities are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act of 1934.

What type of insider transaction codes appear in this VTEX (VTEX) Form 4?

The Form 4 shows code C transactions (conversion of derivative securities) for the RSU-to-share conversions, and a code J transaction described as other acquisition or disposition, which the footnote explains as shares withheld for tax withholding obligations.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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*
Gomes Andre Spolidoro Ferreira

(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 Strategy 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 Shares08/26/2026C6,875A(1)305,306D
Class A Common Shares08/26/2026C6,875A(1)312,181D
Class A Common Shares08/26/2026J(2)3,350A$4.39308,831D
Class A Common Shares33,400IBy Botsmark LLC
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)08/26/2026C6,875 (3) (3)Class A Common Shares6,875$034,375D
Restricted Stock Unit(1)08/26/2026C6,875 (4) (4)Class A Common Shares6,875$061,875D
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/ Andre Spolidoro Gomes08/26/2026
** 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)