do Carmo Thomaz Junior Geraldo 4

4 · VTEX · Filed May 11, 2026

AI-generated summary of this filing

Updated May 11, 2026

VTEX (VTEX) CEO Geraldo do Carmo Thomaz Jr. Sells 4,808 Shares

What Happened

Geraldo do Carmo Thomaz Jr., CEO of VTEX (NYSE: VTEX), sold 4,808 Class A shares in an open-market transaction on May 7, 2026 at a weighted average price of $4.01 for total proceeds of about $19,280.
On April 29, 2026 the reporting person converted 125,000 Class B common shares into 125,000 Class A common shares (recorded as a derivative conversion at $0.00 per share). Under the issuer’s rules each Class B share converts one-for-one into a Class A share (see footnote F1).

Key Details

Sale date and price: 5/7/2026 — 4,808 shares sold at a weighted avg $4.01 (range $4.00–$4.03) for ~$19,280 (F3).
Conversion date: 4/29/2026 — 125,000 Class B → Class A conversion recorded at $0.00 (derivative conversion) (F1, F4).
Sale executed under a pre-arranged Rule 10b5-1 trading plan adopted Oct 11, 2025 (F2).
Report filed 5/11/2026 covering transactions with period ending 4/29/2026; issuer is a foreign private issuer, so these transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act (Remarks).
Reported holdings include a large Class B position transferred from Itacare Corporation (13,280,668 Class B shares referenced in F5). See the full Form 4 for the exact “shares owned after transaction” totals.

Context

The small open-market sale (~$19k) appears to be a routine sale under a 10b5-1 plan rather than an opportunistic one-off trade; 10b5-1 plans are pre-arranged and commonly used to avoid timing issues.
The conversion of Class B to Class A is a structural share-class event (one-for-one conversion) and did not involve cash. This is distinct from a purchase or sale and simply changes share class reporting.

Form 4

Period: 2026-04-29

VTEXNYSE: VTEX

Chief Executive Officer

Transactions

Conversion
Class A Common Shares
[F1]
2026-04-29+125,000→ 387,219 total
Sale
Class A Common Shares
[F2][F3]
2026-05-07$4.01/sh−4,808$19,280→ 382,411 total
Conversion
Class B Common Shares
[F4][F1][F5]
2026-04-29−125,000→ 14,118,788 total
→ Class A Common Shares (125,000 underlying)

Holdings

Class A Common Shares
(indirect: By Signo Inv Tech Co Ltd)
120,089
Class B Common Shares
[F4][F1]
(indirect: By Signo Inv Tech Co Ltd)
→ Class A Common Shares (2,000,000 underlying)
2,000,000
Class B Common Shares
[F4][F1]
(indirect: Imbetiba Parent Limited)
→ Class A Common Shares (18,420,307 underlying)
18,420,307

Footnotes (5)

[F1]Each Issuer Class B Common Share is convertible at any time by the holder into one Issuer Class A Common Share. Each Class B Common Share automatically converts into one Class A Common Share upon transfer to a recipient that is not a permitted transferee.
[F2]Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025.
[F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from USD $4.00 to USD $4.03, 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.
[F4]These Class B Common Shares were previously reported in Table I and are now being reported in Table II.
[F5]Includes 13,280,668 Class B Common Shares transferred from Itacare Corporation to the Reporting Person in a transaction exempted from reporting under Rule 16a-13.

Signature

/s/ Geraldo do Carmo Thomaz Junior|2026-05-11

1 file