do Carmo Thomaz Junior Geraldo 4

4 · VTEX · Filed Jun 2, 2026

AI-generated summary of this filing

Updated Jun 3, 2026

VTEX CEO Geraldo do Carmo Thomaz Jr. Vests RSUs and Sells Shares

What Happened

Geraldo do Carmo Thomaz Junior, CEO of VTEX (NYSE: VTEX), had restricted stock units (RSUs) convert into Class A common shares on May 29, 2026. The filing shows conversion(s) of RSUs into 17,188-share lots and an “other acquisition” of 10,882 shares withheld to cover tax obligations at an implied price of $3.91 (value $42,549). Under a pre-established Rule 10b5-1 plan, 4,808 shares were sold in the open market on June 1, 2026 at a weighted average price of ~$4.00 for total proceeds of $19,232. Several conversion entries are reported as derivative conversions (C) and the withholding is reported as an acquisition (J).

Key Details

Transaction dates: RSU conversion(s) on 2026-05-29; open-market sale on 2026-06-01.
Tax withholding: 10,882 shares withheld at $3.91 (total reported value $42,549) to satisfy taxes upon vesting (footnote F2).
Sale: 4,808 shares sold under a Rule 10b5-1 plan (adopted Oct 11, 2025); weighted avg price reported ~$4.00 (sales ranged $4.00–$4.01) for proceeds of $19,232 (footnotes F3–F4).
Derivative conversion: RSUs convert one-for-one into Class A shares (footnote F1); some conversion lines reported as $0 disposals reflecting derivative-to-share conversion.
Vesting schedule notes: referenced RSU grants vesting schedules (25% initial vest then 6.25% quarterly) (footnotes F5–F6).
Shares owned after transaction: not specified in the provided excerpt of the filing.
Filing timeliness: Report covers 5/29/2026 transactions and was filed 6/2/2026 (within the standard two business-day Form 4 filing window).
Regulatory note: As a foreign private issuer, VTEX and the reporting person are exempt from Sections 16(b) and 16(c) of the Exchange Act (filing remark).

Context

This is primarily a vesting/tax-withholding event (award conversion) with a small planned sale under a 10b5-1 program. Withheld shares to cover taxes and sales under pre-arranged plans are routine and do not, by themselves, imply a change in the insider’s view of the company’s prospects. The derivative entries reflect RSUs converting into underlying shares (not an option exercise for cash).

Form 4

Period: 2026-05-29

VTEXNYSE: VTEX

Chief Executive Officer

Transactions

Conversion
Class A Common Shares
[F1]
2026-05-29+17,188→ 399,599 total
Conversion
Class A Common Shares
[F1]
2026-05-29+17,188→ 416,787 total
Other
Class A Common Shares
[F2]
2026-05-29$3.91/sh+10,882$42,549→ 405,959 total
Sale
Class A Common Shares
[F3][F4]
2026-06-01$4.00/sh−4,808$19,232→ 401,151 total
Conversion
Restricted Stock Unit
[F1][F5]
2026-05-29−17,188→ 103,125 total
→ Class A Common Shares (17,188 underlying)
Conversion
Restricted Stock Unit
[F1][F6]
2026-05-29−17,188→ 171,875 total
→ Class A Common Shares (17,188 underlying)

Holdings

Footnotes (6)

[F1]Each Restricted Stock Unit ("RSUs") represents a contingent right to receive shares of Issuer Class A common stock on a one-for-one basis.
[F2]Reflects shares of Class A common stock withheld to cover tax withholding obligations in connection with the vesting restricted stock units reported herein.
[F3]Represents sales effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on October 11, 2025.
[F4]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 $4.01, 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.
[F5]Represents 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
[F6]Represents 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.

Signature

/s/ Geraldo do Carmo Thomaz Junior|2026-06-02

1 file