SEC Form 3 filed by new insider Naranjo Alvarez Santiago
$VTEX
Computer Software: Prepackaged Software
Technology
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
VTEX [ NYSE: VTEX ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options | (1) | 12/12/2026 | Class A Common Stock | 25,000 | $0.5767(2) | D | |
| Stock Options | (3) | 12/12/2026 | Class A Common Stock | 25,000 | $0.5133(4) | D | |
| Stock Options | (5) | 04/20/2027 | Class A Common Stock | 20,000 | $2.81 | D | |
| Stock Options | (6) | 10/19/2027 | Class A Common Stock | 75,000 | $8.84 | D | |
| Stock Options | (7) | 10/19/2029 | Class A Common Stock | 225,000 | $3.91 | D | |
| Restricted Stock Unit | (8) | (9) | Class A Common Stock | 75,000 | (9) | D | |
| Restricted Stock Unit | (10) | (9) | Class A Common Sock | 34,375 | (9) | D | |
| Restricted Stock Unit | (11) | (9) | Class A Common Stock | 200,000 | (9) | D | |
| Restricted Stock Unit | (12) | (9) | Class A Common Stock | 91,818 | (9) | D | |
| Explanation of Responses: |
| 1. These stock options are fully vested. |
| 2. Represents an exercise price of R$3.00, converted to U.S. dollars using the Brazilian Central Bank daily exchange rate of $1.00 to R$5,2019 as of March 17, 2026 |
| 3. These stock options are fully vested. |
| 4. Represents an exercise price of R$2.67, converted to U.S. dollars using the Brazilian Central Bank daily exchange rate of $1.00 to R$5,2019 as of March 17, 2026 |
| 5. These stock options are fully vested. |
| 6. These stock options are fully vested. |
| 7. Represents stock options, of which 16.6% vested on October 19, 2023, and the remaining amount of which vests in tranches of 16.6% every twelve (12) months thereafter. |
| 8. Represents restricted stock units ("RSUs"). 25% of which vested on February 1, 2023, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter |
| 9. Each RSU represents a contingent right to receive shares of Issuer Class A common stock. |
| 10. Represents restricted stock units ("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 |
| 11. Represents RSUs, 25% of which vested on May 1, 2025, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter. |
| 12. Represents RSUs, 25% of which vests on November 1, 2026, and the remaining amount of which vests in tranches of 6.25% every three (3) months thereafter. |
| /s/ Santiago Naranjo Alvarez | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||