Was the VTEX CEO’s share sale part of a pre-planned trading program?

Yes. The filing states the sale was effected under a Rule 10b5-1 Trading Plan adopted by the CEO on October 11, 2025. Such plans are pre-arranged and allow executives to sell shares according to set instructions over time.

What does the Form 4 say about prior share transfers to the VTEX CEO?

A footnote explains that the CEO’s holdings include 53,678 Class A Common Shares transferred from Itacare Corporation. This transfer was exempt from reporting under SEC Rule 16a-13 and is reflected within his reported direct holdings after the transaction.

VTEX (NYSE: VTEX) CEO sells 4,808 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

VTEX Chief Executive Officer do Carmo Thomaz Junior Geraldo reported an open-market sale of 4,808 Class A Common Shares on April 6, 2026 at a weighted average price of $4.04 per share. The sale was executed under a pre-arranged Rule 10b5-1 Trading Plan adopted on October 11, 2025.

After this transaction, he directly holds 276,643 Class A Common Shares and indirectly holds 120,089 shares through Signo Inv tech Co Ltd. The sale represents a small portion of his overall reported holdings.

Insider Trade Summary 10b5-1

Net Seller: 4,808 shares ($19,424)

Net Sell 2 txns

Insider do Carmo Thomaz Junior Geraldo

Role Chief Executive Officer

Sold 4,808 shs ($19K)

Type	Security	Shares	Price	Value
Sale	Class A Common Shares	4,808	$4.04	$19K
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class A Common Shares — 276,643 shares (Direct); Class A Common Shares — 120,089 shares (Indirect, By Signo Inv tech Co Ltd)

Footnotes (1)

Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from USD $4.01 to USD $4.06, 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. Includes 53,678 Class A Common Shares transferred from Itacare Corporation to the Reporting Person in a transaction exempted from reporting under Rule 16a-13.

Key Figures

Shares sold: 4,808 shares Average sale price: $4.04 per share Sale price range: $4.01–$4.06 per share +3 more

6 metrics

Shares sold 4,808 shares Class A Common Shares sold on April 6, 2026

Average sale price $4.04 per share Weighted average price for April 6, 2026 sales

Sale price range $4.01–$4.06 per share Range of individual trade prices on April 6, 2026

Direct holdings after sale 276,643 shares CEO’s direct Class A Common Shares following transaction

Indirect holdings 120,089 shares Held through Signo Inv tech Co Ltd after transaction

Transferred shares included 53,678 shares Transferred from Itacare Corporation under Rule 16a-13

Key Terms

Rule 10b5-1 Trading Plan, weighted average price, Class A Common Shares, Rule 16a-13

4 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.

Class A Common Shares financial

"Includes 53,678 Class A Common Shares transferred from Itacare Corporation"

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).

Rule 16a-13 regulatory

"transferred from Itacare Corporation to the Reporting Person in a transaction exempted from reporting under Rule 16a-13."

Form 4 Insider Transactions: What Each Field Means →

04/08/2026 - 07:17 PM

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)
04/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	04/06/2026		S⁽¹⁾		4,808	D	$4.04⁽²⁾	276,643⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $4.01 to USD $4.06, 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.

3. Includes 53,678 Class A Common Shares transferred from Itacare Corporation to the Reporting Person in a transaction exempted from reporting under Rule 16a-13.

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	04/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

VTEX disclosed that its CEO, do Carmo Thomaz Junior Geraldo, sold 4,808 Class A Common Shares on April 6, 2026 at a weighted average price of $4.04 per share in an open-market transaction under a Rule 10b5-1 trading plan.

At what price did the VTEX CEO sell his shares and over what range?

The CEO’s reported weighted average sale price was $4.04 per share. According to the filing, the 4,808 shares were sold in multiple trades with individual prices ranging from $4.01 to $4.06 per share, inclusive, on April 6, 2026.

How many VTEX shares does the CEO hold after this reported sale?

After the sale, the CEO directly holds 276,643 Class A Common Shares of VTEX. He also indirectly holds 120,089 additional shares through Signo Inv tech Co Ltd, according to the ownership details reported in the Form 4 filing.

How are the VTEX CEO’s indirect holdings structured in this Form 4?

The Form 4 reports 120,089 Class A Common Shares held indirectly by the CEO through Signo Inv tech Co Ltd. This indicates ownership through an entity rather than directly in his own name, providing additional detail on his total beneficial position.