Can Virtuix Holdings (VTIX) Class B shares held by Jan Goetgeluk convert into Class A shares?

Yes, each Class B share is convertible into one Class A share at Jan Goetgeluk’s option. The filing also notes automatic conversion can occur upon certain transfers, ownership-certification issues, or an affirmative vote of at least two-thirds of Class B shareholders voting as a single class.

Virtuix Holdings (VTIX) CEO reports 4,500,000 Class B and 7,488 Class A shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Virtuix Holdings Inc. director and Chief Executive Officer Jan Goetgeluk filed an initial ownership report showing his equity stake in the company. He directly holds 4,500,000 shares of Class B common stock and 7,488 shares of Class A common stock.

Each share of Class B common stock is convertible at any time, at his option, into one share of Class A common stock. The Class B shares can also automatically convert into Class A under certain transfer and ownership-certification conditions, or upon an affirmative vote of at least two-thirds of Class B holders.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Goetgeluk Jan Roger

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B common stock, par value $0.001 per share	--	--	--
holding	Class A common stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Class B common stock, par value $0.001 per share — 4,500,000 shares (Direct); Class A common stock, par value $0.001 per share — 7,488 shares (Direct)

Footnotes (1)

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Accepted by SEC EDGAR 02/02/2026 - 04:05 PM

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Goetgeluk Jan Roger

(Last)

(First)

(Middle)

C/O VIRTUIX HOLDINGS INC.

11500 METRIC BLVD, SUITE 430

(Street)

AUSTIN

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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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	7,488	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B common stock, par value $0.001 per share	⁽¹⁾	⁽¹⁾	Class A common stock	4,500,000	⁽¹⁾	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock upon (i) any transfer of such shares, except for certain permitted transfers to affiliates or family members or (ii) the date specified by written notice and certification request from the Company if the holder fails to provide satisfactory certification of continued ownership, subject to certain exceptions. In addition, all outstanding shares of Class B common stock will automatically convert into Class A common stock upon the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B common stock, voting as a single class.

	/s/ Jan Goetgeluk	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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Virtuix Holdings (VTIX) disclose in Jan Goetgeluk’s Form 3 filing?

The Form 3 shows Jan Goetgeluk’s initial ownership in Virtuix Holdings. He reported direct holdings of 4,500,000 shares of Class B common stock and 7,488 shares of Class A common stock, establishing his equity position as director and Chief Executive Officer.

How many Class B shares does Virtuix CEO Jan Goetgeluk hold according to Form 3 for VTIX?

Jan Goetgeluk directly holds 4,500,000 shares of Virtuix Class B common stock. These shares are convertible on a one-for-one basis into Class A common stock at his option and may also automatically convert under specified transfer, certification, or voting conditions described in the filing.

How many Class A shares of Virtuix Holdings (VTIX) does Jan Goetgeluk own?

The Form 3 states that Jan Goetgeluk owns 7,488 shares of Class A common stock directly. This Class A stake is in addition to his 4,500,000 Class B shares, which are themselves convertible into Class A on a one-for-one basis under the terms described.

What triggers automatic conversion of Virtuix (VTIX) Class B stock into Class A stock?

Class B shares automatically convert into Class A upon most transfers, except certain permitted affiliate or family transfers. Automatic conversion can also occur if ownership certification is not satisfactorily provided, or when at least two-thirds of Class B holders affirmatively vote for conversion as one class.