Gomide de Faria Mariano 4

What Happened

• VTEX CEO Gomide de Faria Mariano had restricted stock units (RSUs) vest and converted into Class A common shares on May 29, 2026 (reported as conversion of derivative securities). Some of the vested shares were withheld to cover tax obligations (12,392 shares withheld, value $48,453). Under a Rule 10b5-1 trading plan, Mariano sold 4,808 shares on June 1, 2026 at an average price of about $4.00 per share for proceeds of $19,232. The RSU conversions are reported as $0 derivative conversions because they were transfers of contingent awards into common stock.

Key Details

• Conversion / vesting date(s): May 29, 2026 — reported conversions of RSUs (entries of 17,188 shares in the filing).
• Tax withholding: 12,392 shares withheld to satisfy taxes related to the vesting (value reported $48,453).
• Sale: June 1, 2026 — 4,808 shares sold; weighted average price reported about $4.00 (filing notes sales occurred in $4.00–$4.01 range), total proceeds ~$19,232. Sale executed under a Rule 10b5-1 trading plan (adopted Oct 11, 2025).
• Shares owned after transaction: not specified in this filing.
• Vesting schedule notes: filings reference RSU schedules (initial 25% vesting then quarterly tranches) for the awards.
• Regulatory note: VTEX is a foreign private issuer; these transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act per the filing.

Context

• These were primarily vesting RSU conversions (awarded shares converted 1-for-1 to Class A stock) with shares withheld to cover tax withholding — a routine administrative outcome of vesting. The small open-market sale was pre-planned under a 10b5-1 plan, not necessarily an ad hoc disposition. The filing does not indicate any late reporting.