VTEX (VTEX) CEO-linked entity converts 60,000 Class B shares into Class A

Rhea-AI Filing Summary

VTEX Chief Executive Officer Gomide de Faria Mariano reported updated holdings and a share conversion involving entities associated with him. Through Mira Limited, 60,000 Class B Common Shares were converted into 60,000 Class A Common Shares at a conversion price of $0.0000 per share.

After the conversion, Mira Limited holds 72,393 Class A shares and 1,999,313 Class B shares. Separately, Mariano holds 601,797 Class A shares directly, 14,100 Class A shares indirectly via Class M, and 32,153,276 Class B shares indirectly via Abrolhos One Limited, each Class B share being convertible into one Class A share.

Insights

Equity compensation and governance analyst

Filing shows routine conversion of super-voting shares into ordinary shares with large holdings retained.

The filing for VTEX shows CEO Gomide de Faria Mariano, through Mira Limited, converting 60,000 Class B Common Shares into Class A Common Shares. This is coded as a conversion of a derivative security, not an open-market trade, at a stated conversion price of $0.0000.

Class B shares are described as convertible at any time into Class A on a one-for-one basis, and also convert automatically when transferred to non-permitted transferees. Following the reported transactions, entities associated with the CEO still hold substantial Class B positions, including 32,153,276 Class B shares via Abrolhos One Limited, so the move represents a small portion of his overall exposure.

The filing also notes 601,797 Class A shares held directly and 14,100 Class A shares held indirectly via Class M, providing a clearer picture of both direct and indirect ownership. Overall, the actions look like routine capital structure and reporting housekeeping rather than a directional bet, with the investment thesis impact best characterized as neutral based on the disclosed data.

Insider Trade Summary

60,000 shares exercised/converted

Mixed 5 txns

Insider Gomide de Faria Mariano

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Conversion	Class B Common Shares	60,000	$0.00	--
Conversion	Class A Common Shares	60,000	$0.00	--
holding	Class B Common Shares	--	--	--
holding	Class A Common Shares	--	--	--
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Class B Common Shares — 1,999,313 shares (Indirect, By Mira Limited); Class A Common Shares — 72,393 shares (Indirect, By Mira Limited); Class A Common Shares — 601,797 shares (Direct, null)

Footnotes (1)

1. Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share. Each Class B Common Share automatically converts into one Class A Common Share upon transfer to a recipient that is not a permitted transferee. These Class B Common Shares were previously reported in Table I and are now being reported in Table II.

Key Figures

Class B to Class A conversion: 60,000 shares Mira Limited Class A holdings: 72,393 shares Mira Limited Class B holdings: 1,999,313 shares +4 more

7 metrics

Class B to Class A conversion 60,000 shares Class B Common Shares converted into Class A by Mira Limited

Mira Limited Class A holdings 72,393 shares Class A Common Shares indirectly held after conversion

Mira Limited Class B holdings 1,999,313 shares Class B Common Shares indirectly held after conversion

Abrolhos One Limited Class B 32,153,276 shares Indirect Class B Common Shares, each convertible into one Class A

Direct Class A holdings 601,797 shares Class A Common Shares held directly by the CEO

Class M Class A holdings 14,100 shares Class A Common Shares indirectly held via Class M

Conversion price $0.0000 per share Stated conversion or exercise price for the Class B to Class A conversion

Key Terms

Class B Common Shares, Class A Common Shares, conversion of derivative security, indirect ownership, +1 more

5 terms

Class B Common Shares financial

"Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share."

Class B common shares are one of multiple types of a company’s ordinary stock that usually differ from other classes in voting power, dividend priority, or transferability. For investors, the difference matters because owning Class B may mean less control over corporate decisions or different income potential compared with other share classes—like having a seat with fewer votes at a board meeting while still sharing in the company’s profits.

Class A Common Shares financial

"Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share."

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).

conversion of derivative security financial

"transaction_code_description: Conversion of derivative security"

indirect ownership financial

"nature_of_ownership: By Mira Limited / By Abrolhos One Limited"

underlying security financial

"underlying_security_title: Class A Common Shares; underlying_security_shares: 32,153,276.0000"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Gomide de Faria Mariano

(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)
06/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	06/09/2026		C(1)		60,000	A	$0	72,393	I	By Mira Limited
Class A Common Shares								14,100	I	By Class M
Class A Common Shares								601,797	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Shares(2)	(1)	06/09/2026		C			60,000	(1)	(1)	Class A Common Shares	60,000	$0	1,999,313	I	By Mira Limited
Class B Common Shares(2)	(1)							(1)	(1)	Class A Common Shares	32,153,276		32,153,276	I	By Abrolhos One Limited

Explanation of Responses:

1. Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share. Each Class B Common Share automatically converts into one Class A Common Share upon transfer to a recipient that is not a permitted transferee.

2. These Class B Common Shares were previously reported in Table I and are now being reported in Table II.

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 Faria	06/10/2026
	** 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)

FAQ

What insider activity did VTEX (VTEX) report in this Form 4?

VTEX reported that entities associated with CEO Gomide de Faria Mariano converted 60,000 Class B Common Shares into 60,000 Class A Common Shares. The filing also updated his direct and indirect holdings in both classes of shares across several related entities.

How many VTEX Class A shares does the CEO hold after this filing?

After the filing, CEO Gomide de Faria Mariano holds 601,797 VTEX Class A Common Shares directly. In addition, he has 72,393 Class A shares indirectly through Mira Limited and 14,100 Class A shares indirectly through Class M, according to the reported ownership tables.

What was the VTEX Class B to Class A conversion reported in the Form 4?

The Form 4 shows Mira Limited converted 60,000 VTEX Class B Common Shares into 60,000 Class A Common Shares. The footnotes state each Class B share is convertible at any time into one Class A share, and this conversion was recorded as a derivative security conversion.

What indirect VTEX shareholdings are associated with the CEO after the Form 4?

Indirectly, entities associated with the CEO hold 72,393 VTEX Class A shares and 1,999,313 Class B shares through Mira Limited, 14,100 Class A shares through Class M, and 32,153,276 Class B shares through Abrolhos One Limited, reflecting substantial ongoing indirect ownership positions.

Does the VTEX Form 4 show any insider buying or selling in the market?

The VTEX Form 4 does not report open-market buying or selling. Instead, it records a conversion of 60,000 Class B Common Shares into Class A and updates holdings. Transaction codes and pricing indicate a derivative conversion rather than a purchase or sale on an exchange.

How are VTEX Class B Common Shares described in the Form 4 footnotes?

The footnotes explain that each VTEX Class B Common Share is convertible at any time into one Class A Common Share. They also state each Class B share automatically converts into one Class A share upon transfer to a recipient that is not a permitted transferee, defining its conversion mechanics.