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

Yes. The filing states the CEO’s sales were effected pursuant to a Rule 10b5-1 Trading Plan adopted on October 11, 2025. Such pre-arranged plans automate trades over time, reducing the significance of day-to-day timing decisions by the insider.

Does the VTEX CEO’s Form 4 show any derivative exercises or only share sales?

This Form 4 only reports non-derivative transactions in Class A Common Shares, specifically a sale of 4,808 shares. The derivative summary section is empty, indicating no option or other derivative exercises were reported in connection with this particular filing.

VTEX (VTEX) CEO sells 4,808 shares under Rule 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 at a weighted average price of $4.04 per share on June 29, 2026. The sale was executed under a pre-arranged Rule 10b5-1 Trading Plan, and he now holds 1,266,535 Class A shares directly plus 120,089 shares indirectly through Signo Inv Tech Co Ltd.

Insights

CEO executes small pre-planned share sale while retaining large stake.

The VTEX Chief Executive Officer sold 4,808 Class A Common Shares at a weighted average of $4.04 per share on June 29, 2026. The transaction is coded as an open-market sale and reduces his directly held shares to 1,266,535.

A key detail is that the filing states these sales were made under a Rule 10b5-1 Trading Plan adopted on October 11, 2025. Such plans are pre-arranged and executed automatically, so the timing of the sale typically carries limited informational value about management’s current view of the stock.

The CEO continues to have significant exposure through 1,266,535 directly held Class A shares and an additional 120,089 shares held indirectly via Signo Inv Tech Co Ltd. With only one relatively small sale and no derivative exercises disclosed, this looks like routine portfolio diversification rather than a major shift in ownership.

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 — 1,266,535 shares (Direct, null); 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 $4.015 to USD $4.10, 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.

Key Figures

Shares sold: 4,808 shares Weighted average sale price: $4.04 per share Direct holdings after transaction: 1,266,535 shares +2 more

5 metrics

Shares sold 4,808 shares Class A Common Shares sold on June 29, 2026

Weighted average sale price $4.04 per share Open-market sale of Class A Common Shares

Direct holdings after transaction 1,266,535 shares Class A Common Shares held directly post-sale

Indirect holdings 120,089 shares Class A Common Shares held via Signo Inv Tech Co Ltd

Trading plan adoption date October 11, 2025 Rule 10b5-1 Trading Plan governing the sale

Key Terms

Rule 10b5-1 Trading Plan, weighted average price, open-market sale, indirect ownership

4 terms

Rule 10b5-1 Trading Plan regulatory

"Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025."

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

"ownership_type": "indirect""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 04:33 PM Accepted by SEC EDGAR 06/30/2026 - 04:33 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

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)
06/29/2026

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	06/29/2026		S⁽¹⁾		4,808	D	$4.04⁽²⁾	1,266,535	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 $4.015 to USD $4.10, 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/ Geraldo do Carmo Thomaz Junior	06/30/2026
	** 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 CEO report in this Form 4?

VTEX’s CEO reported selling 4,808 Class A Common Shares at a weighted average price of $4.04 per share. The trade occurred on June 29, 2026 and is classified as an open-market or private sale transaction in the Form 4 filing.

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

After the sale, the CEO directly holds 1,266,535 Class A Common Shares of VTEX. The Form 4 also shows an additional 120,089 Class A shares held indirectly through Signo Inv Tech Co Ltd, giving a sizable ongoing equity exposure to the company.

What price range were the VTEX CEO’s shares sold at in this transaction?

The Form 4 reports a weighted average sale price of $4.04 per share. Footnotes explain the shares were sold in multiple trades within a range from $4.015 to $4.10 per share, with full breakdowns available upon request to the issuer or regulators.