Mariano Gomide de Faria, Chief Executive Officer of VTEX (NYSE:VTEX), filed a Form 4 on August 28, 2026, disclosing transactions in Class A Common Shares dated August 26, 2026, including the conversion of restricted stock units and the withholding of shares to cover tax obligations.

Key Highlights

  • Two RSU tranches converted: Two separate batches of 17,187 restricted stock units each were converted into Class A Common Shares on August 26, 2026, under transaction code C.
  • Shares withheld for taxes: 12,392 Class A Common Shares were disposed of at $4.39 per share to cover tax withholding obligations related to the vesting RSUs.
  • Direct beneficial ownership: Following the reported transactions, the reporting person directly owned 623,779 Class A Common Shares.
  • Indirect holdings: The reporting person also held 14,100 Class A Common Shares indirectly through Class M, and 913,929 shares indirectly through Mira Limited.
  • Remaining RSUs: After conversion, 85,938 and 154,688 RSUs remain outstanding under the two respective RSU grants.
  • Foreign private issuer exemption: The filing notes that the reporting person's transactions are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act of 1934 due to the issuer's status as a foreign private issuer under Rule 3a12-3(b).

VTEX CEO Gomide de Faria Discloses RSU Conversions and Tax-Related Share Disposal

According to the filing, Mariano Gomide de Faria, serving as Chief Executive Officer of VTEX, reported two separate conversion transactions on August 26, 2026, each involving 17,187 restricted stock units that were exchanged for Class A Common Shares on a one-for-one basis. The filing describes each RSU as "a contingent right to receive shares of Issuer Class A common stock on a one-for-one basis."

In connection with the vesting of those units, the filing discloses that 12,392 Class A Common Shares were withheld at a price of $4.39 per share to satisfy tax withholding obligations. This disposal, coded as transaction type J, reduced the reporting person's direct holdings. Following all reported transactions, the reporting person directly held 623,779 Class A Common Shares, per the filing.

The filing also details the vesting schedules underlying the two RSU grants. One grant vested 25% on November 1, 2024, with the remainder vesting in 6.25% tranches every three months. The second grant vested 25% on November 1, 2025, with the same 6.25% quarterly vesting structure thereafter. The filing further states that, due to VTEX's status as a foreign private issuer under Rule 3a12-3(b) of the Securities Exchange Act of 1934, the reporting person's transactions are exempt from Sections 16(b) and 16(c) of that Act.

What Was Disclosed

The Form 4 filed by VTEX's CEO on August 28, 2026, covers RSU conversions totaling 34,374 shares on August 26, 2026, a tax-related disposal of 12,392 shares at $4.39, and resulting direct and indirect beneficial ownership positions in Class A Common Shares.