SEC Form 4 · accession 0001193125-26-296080

VTEX · NYSE: VTEX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Francisco Alvarez-Demalde

Director

Period of report

Jul 1, 2026

Accepted (ET)

Jul 6, 2026 · 3:03 pm EDT

Rule 10b5-1 plan

box not checked

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 Shares^F1,F2	Jul 1, 2026	C	972	—	A	10,937	D
Class A Common Shares^F1,F2	Jul 1, 2026	C	1,057	—	A	11,994	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F2,F1,F3	—	Jul 1, 2026	C	972	D	—	—	Class A Common Shares	972	3,886	D
Restricted Stock Unit^F2,F1,F4	—	Jul 1, 2026	C	1,057	D	—	—	Class A Common Shares	1,057	8,463	D
Restricted Stock Unit^F2,F1,F5	—	Jul 1, 2026	J	31,439	A	—	—	Class A Common Shares	31,439	31,439	D
Stock Options^F2,F6	$4.18	Jul 1, 2026	J	31,439	A	—	Jul 1, 2030	Class A Common Shares	31,439	31,439	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.
F2These securities are held by Mr. Alvarez-Demalde for the benefit of Riverwood Capital GP II Ltd. and/or certain of its affiliates (collectively, "Riverwood"). Mr. Alvarez-Demalde is obligated to transfer the underlying shares upon settlement or any proceeds from the sale thereof as directed by Riverwood. Mr. Alvarez-Demalde disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Alvarez-Demalde for purposes of Section 16 or any other purposes.
F3Represents RSUs, 8.33% of which vested on October 1, 2024, and the remaining amount of which vests in tranches of 8.33% every three (3) months thereafter.
F4Represents RSUs, 8.33% of which vested on October 1, 2025, and the remaining amount of which vests in tranches of 8.33% every three (3) months thereafter.
F5Represents RSUs granted on July 1, 2026, of which 8.33% will vest every three (3) months thereafter.
F6Represents Stock Options granted on July 1, 2026, of which 8.33% will vest 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.