STOCK TITAN

VTEX’s Sodre Ricardo converts 13,750 RSUs

VTEX (VTEX) reported insider equity activity by Chief Financial Officer Sodre Ricardo.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

VTEX (VTEX) reported insider equity activity by Chief Financial Officer Sodre Ricardo. On 2026-08-26, a total of 13,750 Restricted Stock Units converted into an equal number of Class A common shares, in two tranches of 6,875 shares each. In connection with these vestings, 3,744 Class A shares were withheld at $4.39 per share to satisfy tax withholding obligations. The RSU grants referenced include awards vesting 25% on November 1, 2024 and November 1, 2025, with the remaining amounts vesting in 6.25% quarterly tranches thereafter.

Positive

  • None.

Negative

  • None.
Insider Sodre Ricardo
Role Chief Financial 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 3,744 $4.39 $16K
Holdings After Transaction: Restricted Stock Unit — 96,250 contracts (Direct); Class A Common Shares — 492,140 shares (Direct)
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 Size of each of the two RSU tranches that converted on 2026-08-26
Shares withheld for taxes 3,744 Class A common shares Shares withheld to cover tax withholding obligations related to RSU vesting
Withholding price per share $4.39 per share Price applied to the 3,744 withheld shares in the J-coded transaction
Initial vesting percentage 25% Portion of each RSU grant that vests on November 1, 2024 and November 1, 2025, respectively
Subsequent vesting tranche 6.25% Quarterly vesting rate for the remaining RSU amounts after initial 25% vesting
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSUs") represents a contingent right to receive shares"
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
"foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act"
Section 16(b) regulatory
"transactions in the Issuer's equity securities are exempt from Sections 16(b) and 16(c)"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
tax withholding obligations financial
"Reflects shares of Class A common stock withheld to cover tax withholding obligations"

FAQ

What insider transactions did VTEX (VTEX) report for Sodre Ricardo on this Form 4?

The Form 4 reports conversion of 13,750 Restricted Stock Units into Class A common shares in two 6,875-share tranches, plus a disposition of 3,744 shares withheld at $4.39 per share to cover tax withholding obligations related to the RSU vesting.

How many VTEX (VTEX) RSUs vested and converted into shares?

A total of 13,750 Restricted Stock Units vested and converted into 13,750 Class A common shares, reported as two separate conversions of 6,875 RSUs each into the same number of Class A common shares on 2026-08-26.

What portion of VTEX (VTEX) shares were withheld for taxes in this filing?

The filing states that 3,744 Class A common shares were withheld to cover tax withholding obligations in connection with the RSU vesting, at a price of $4.39 per share, reported as an “Other acquisition or disposition” transaction (code J).

What are the vesting terms of the VTEX (VTEX) RSU grants referenced?

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

Are VTEX (VTEX) insider transactions by Sodre Ricardo subject to Section 16(b) and 16(c)?

No. The filing notes VTEX 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 Securities Exchange Act of 1934.

Were Sodre Ricardo’s VTEX (VTEX) transactions made under a Rule 10b5-1 trading plan?

The document-level Rule 10b5-1 checkbox is false, and the footnotes do not indicate a trading plan, so these reported RSU conversions and tax-related share withholdings are not affirmed as being executed under a Rule 10b5-1 plan.

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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*
Sodre Ricardo

(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 Financial 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)489,009D
Class A Common Shares08/26/2026C6,875A(1)495,884D
Class A Common Shares08/26/2026J(2)3,744D$4.39492,140D
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/ Ricardo Camatta Sodre08/28/2026
** 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)