STOCK TITAN

VTEX (VTEX) CEO reports 4,808-share sale via Rule 10b5-1 plan

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

VTEX chief executive officer Mariano Gomide de Faria reported that an associated entity, Mira Limited, sold 4,808 Class A Common Shares on August 3, 2026. The sale was executed in open market or private transactions at a weighted average price of USD $4.40 per share, with individual trades ranging from USD $4.34 to $4.44, and was carried out under a Rule 10b5-1 Trading Plan adopted on October 11, 2025. Following these transactions, the reporting person is shown as indirectly holding 1,038,737 Class A shares through Mira Limited, directly holding 601,797 shares, and indirectly holding 14,100 shares through Class M. VTEX notes its status as a foreign private issuer, with these equity transactions exempt from Sections 16(b) and 16(c) of the Exchange Act.

Positive

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Negative

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Insider Gomide de Faria Mariano
Role Chief Executive Officer
Sold 4,808 shs ($21K)
Type Security Shares Price Value
Sale Class A Common Shares F1, F2 4,808 $4.40 $21K
holding Class A Common Shares -- -- --
holding Class A Common Shares -- -- --
Holdings After Transaction: Class A Common Shares — 1,038,737 shares (Indirect, By Mira Limited); Class A Common Shares — 601,797 shares (Direct); Class A Common Shares — 14,100 shares (Indirect, By Class M)
Footnotes (2)
  1. F1. Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from USD $4.34 to USD $4.44, 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.
Shares sold 4,808 Class A Common Shares Sold on August 3, 2026 in open market or private transactions
Weighted average sale price USD $4.40 per share Weighted average price for multiple transactions in the reported sale
Sale price range USD $4.34–$4.44 per share Range of prices for the multiple transactions comprising the sale
Indirect holdings via Mira Limited 1,038,737 Class A Common Shares Indirect ownership following the reported sale
Direct holdings 601,797 Class A Common Shares Direct ownership following the reported transactions
Indirect holdings via Class M 14,100 Class A Common Shares Additional indirect ownership following the reported transactions
10b5-1 plan adoption date October 11, 2025 Adoption date of the Rule 10b5-1 Trading Plan governing the sale
Rule 10b5-1 Trading Plan regulatory
"Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted..."
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.
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.
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.
Sections 16(b) and 16(c) regulatory
"transactions in the Issuer's equity securities are exempt from Sections 16(b) and 16(c)..."

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FAQ

What insider transaction did VTEX (VTEX) report for its CEO?

VTEX CEO Mariano Gomide de Faria reported that Mira Limited, an entity associated with him, sold 4,808 Class A Common Shares on August 3, 2026. The trades were in open market or private transactions at a weighted average price of USD $4.40 per share.

At what price were the VTEX (VTEX) shares sold in this Form 4?

The reported sale was executed at a weighted average price of USD $4.40 per share. According to the footnote, the shares were sold in multiple transactions with individual prices ranging from USD $4.34 to USD $4.44, inclusive, on August 3, 2026.

Was the VTEX (VTEX) CEO’s share sale made under a Rule 10b5-1 plan?

Yes, the sale was made pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on October 11, 2025. The filing also marks the Rule 10b5-1 checkbox, indicating the transaction occurred under this pre-arranged trading plan.

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

After the reported transactions, the CEO is shown as indirectly holding 1,038,737 Class A shares through Mira Limited, directly holding 601,797 shares, and indirectly holding an additional 14,100 shares through Class M, according to the ownership table in the filing.

Who actually sold the VTEX (VTEX) shares reported in this Form 4?

The 4,808 shares were sold by Mira Limited, which holds the shares indirectly for CEO Mariano Gomide de Faria. The transaction is reported as indirect ownership with the nature of ownership described as “By Mira Limited” in the Form 4 data.

What is the significance of VTEX (VTEX) being a foreign private issuer here?

VTEX states it is a foreign private issuer under Rule 3a12-3(b) of the Exchange Act. Because of this status, the reporting person’s transactions in VTEX equity securities are described as exempt from Sections 16(b) and 16(c) of the Act in the remarks section.
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).
X
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)
08/03/2026
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 Shares08/03/2026S(1)4,808D$4.4(2)1,038,737IBy Mira Limited
Class A Common Shares601,797D
Class A Common Shares14,100IBy Class M
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
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 $4.34 to USD $4.44, 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.
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 Faria08/05/2026
** 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)