SEC Form 4 · accession 0001193125-26-254555
VTEX · NYSE: VTEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
de Faria Mariano Gomide
Officer — Chief Executive Officer
Period of report
May 29, 2026
Accepted (ET)
Jun 3, 2026 · 6:57 am EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001793663
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common SharesF1 | May 29, 2026 | C | 17,188 | — | A | 597,001 | D | |
| Class A Common SharesF1 | May 29, 2026 | C | 17,188 | — | A | 614,189 | D | |
| Class A Common Shares | May 29, 2026 | J | 12,392 | $3.91 | A | 601,797 | D | |
| Class A Common SharesF4 | Jun 1, 2026 | S | 4,808 | $4.00 | D | 137,393 | I | By Mira Limited |
| Class A Common Shares | holding | — | — | — | 14,100 | I | By Class M |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F5 | — | May 29, 2026 | C | 17,188 | D | — | — | Class A Common Shares | 17,188 | 103,125 | D |
| Restricted Stock UnitF1,F6 | — | May 29, 2026 | C | 17,188 | D | — | — | Class A Common Shares | 17,188 | 171,875 | D |
Explanation of responses
- F1Each Restricted Stock Unit ("RSUs") represents a contingent right to receive shares of Issuer Class A common stock on a one-for-one basis.
- F2Reflects shares of Class A common stock withheld to cover tax withholding obligations in connection with the vesting restricted stock units reported herein
- F3Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from USD $4.00 to USD $4.01, 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.
- F5Represents RSUs, 25% of which vested on November 1, 2024, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter
- F6Represents RSUs, 25% of which vested on November 1, 2025, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter.
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.