Virtuix (VTIX) director Randolph Read reports 45,000 RSUs in initial Form 3

Rhea-AI Filing Summary

Virtuix Holdings Inc. director Randolph C. Read filed an initial ownership report showing beneficial ownership of 45,000 shares of Class A common stock as of January 22, 2026. The holdings consist entirely of restricted stock units granted under the company’s 2025 Omnibus Incentive Plan.

Of this total, 20,000 RSUs were granted on October 9, 2025 and vest in full on the earlier of January 27, 2027 or the day before the next annual stockholder meeting, subject to continued service. The remaining 25,000 RSUs from the same grant date vest in three equal installments of 8,333 units on January 27, 2027, January 27, 2028, and January 27, 2029, also subject to continued service. Each RSU represents a contingent right to receive one share of Class A common stock.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

READ RANDOLPH C

(Last) (First) (Middle)

C/O VIRTUIX HOLDINGS INC.

11500 METRIC BLVD, SUITE 430

(Street)

AUSTIN TX 78758

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2026

3. Issuer Name and Ticker or Trading Symbol
Virtuix Holdings Inc. [ VTIX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.001 per share	45,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents (i) 20,000 restricted stock units ("RSUs") granted to the reporting person on October 9, 2025 under the Company's 2025 Omnibus Incentive Plan (the "2025 Omnibus Plan"). These RSUs vest in full on the earlier of (a) January 27, 2027 (the first anniversary of the listing of the Company's Common Stock) or (b) the day prior to the next annual meeting of stockholders, subject to continued service. Also represents (ii) 25,000 RSUs granted on October 9, 2025 under the 2025 Omnibus Plan. Thirty three and one third percent (33.33%) of these RSUs (8,333 units) vest on each of January 27, 2027, January 27, 2028, and January 27, 2029, subject to continued service. Each RSU represents a contingent right to receive one share of the Company's Class A common stock.

	/s/ Randolph Read	02/02/2026
	** 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 5 (b)(v).
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FAQ

What does Randolph C. Read report owning in Virtuix Holdings Inc. (VTIX) on this Form 3?

Randolph C. Read reports beneficial ownership of 45,000 shares of Virtuix Holdings Inc. Class A common stock. These shares are represented entirely by restricted stock units (RSUs) granted under the company’s 2025 Omnibus Incentive Plan, subject to specific vesting conditions over time.

How are Randolph C. Read’s 20,000 RSUs in Virtuix Holdings (VTIX) scheduled to vest?

The 20,000 RSUs vest in full on the earlier of January 27, 2027 or the day prior to Virtuix Holdings’ next annual stockholder meeting. Vesting is conditional on continued service, and each RSU converts into one share of Class A common stock upon settlement.

What is the vesting schedule for the additional 25,000 RSUs reported by Randolph C. Read in VTIX?

The 25,000 RSUs granted on October 9, 2025 vest in three equal installments of 8,333 units each on January 27, 2027, January 27, 2028, and January 27, 2029. Vesting is subject to Mr. Read’s continued service with Virtuix Holdings Inc.

What does each restricted stock unit (RSU) reported for VTIX represent?

Each RSU reported by Randolph C. Read represents a contingent right to receive one share of Virtuix Holdings Inc. Class A common stock. The RSUs only convert into actual shares upon satisfaction of the vesting conditions tied to service and specified vesting dates.

When were Randolph C. Read’s RSUs in Virtuix Holdings (VTIX) granted?

All 45,000 RSUs reported were granted on October 9, 2025 under Virtuix Holdings Inc.’s 2025 Omnibus Incentive Plan. They are split into a 20,000-unit tranche with a single vesting date and a 25,000-unit tranche vesting in three annual installments.

What role does Randolph C. Read hold at Virtuix Holdings Inc. (VTIX) according to this filing?

According to the Form 3, Randolph C. Read is a director of Virtuix Holdings Inc. He is not listed as an officer or 10% owner in this filing. The reported holdings reflect his beneficial ownership through director equity awards in the form of RSUs.