Ricardo Sodre, Chief Financial Officer of VTEX (NYSE:VTEX), filed a Form 4 on August 28, 2026, disclosing the conversion of restricted stock units and the withholding of shares to cover tax obligations on August 26, 2026.

Key Highlights

  • RSU Conversions: Two separate conversion transactions (Code C) each involved 6,875 restricted stock units converting into 6,875 Class A Common Shares on August 26, 2026.
  • Shares Withheld for Taxes: 3,744 Class A Common Shares were disposed of at $4.39 per share to cover tax withholding obligations connected to the vesting RSUs.
  • Resulting Ownership: Following all reported transactions, Sodre directly held 492,140 Class A Common Shares.
  • Remaining RSUs: After the conversions, Sodre retained 34,375 RSUs under one grant and 61,875 RSUs under a second grant, both held directly.
  • Vesting Schedules: One RSU grant vests with 25% on November 1, 2024, and the remainder in 6.25% tranches every three months; the second grant vests with 25% on November 1, 2025, and the remainder in 6.25% tranches every three months.
  • Exemption Noted: The filing states that, due to VTEX's status as a foreign private issuer under Rule 3a12-3(b), the reporting person's transactions are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act of 1934.

VTEX CFO's RSU Conversions and Tax Withholding Transactions in Detail

According to the filing, Ricardo Sodre, serving as Chief Financial Officer of VTEX, reported two Code C transactions on August 26, 2026, each converting 6,875 restricted stock units into 6,875 Class A Common Shares of VTEX at a derivative security price of $0. The filing notes that each restricted stock unit "represents a contingent right to receive shares of Issuer Class A common stock on a one-for-one basis."

In connection with the vesting of these RSUs, the filing discloses a Code J transaction in which 3,744 Class A Common Shares were disposed of at $4.39 per share. The filing describes this as reflecting "shares of Class A common stock withheld to cover tax withholding obligations in connection with the vesting restricted stock units reported herein." After all three transactions, Sodre's direct beneficial ownership stood at 492,140 Class A Common Shares, according to the filing.

The filing also discloses Sodre's remaining derivative security positions. Following the reported conversions, he held 34,375 RSUs under the first grant and 61,875 RSUs under the second grant, both directly owned. The filing was signed by Ricardo Camatta Sodre on August 28, 2026.

What Was Disclosed

The Form 4 filed August 28, 2026, covers two RSU-to-share conversions and one tax-related share disposition by VTEX's CFO on August 26, 2026, resulting in direct beneficial ownership of 492,140 Class A Common Shares.