do Carmo Thomaz Junior Geraldo 4

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).