| 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) 03/19/2026 | 3. Issuer Name and Ticker or Trading Symbol
Virtuix Holdings Inc. [ VTIX ] | |||||||||||||||
| 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) |
| Class A common stock, par value $0.001 per share | 155,000(1) | D | |
| 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 | (2) | (2) | Class A Common Stock | 80,000 | $0.65 | D | |
| Stock Options | (3) | (3) | Class A Common Stock | 15,000 | $1.66 | D | |
| Explanation of Responses: |
| 1. Represents (i) 145,000 restricted stock units ("RSUs") granted to the reporting person on October 9, 2025 under the Company's 2025 Omnibus Incentive Plan (the "2025 Omnibus Plan"). Twenty-five (25%) of these RSUs vest on January 27, 2027 (the first anniversary of the listing of the Company's Common Stock) and 6.25% of the remaining RSUs vest on each quarterly anniversary thereafter, such that all of the RSUs shall be vested by January 27, 2030. Also represents (ii) 10,000 RSUs granted on October 9, 2025 under the 2025 Omnibus Plan, all of which will vest on July 27, 2026. Each RSU represents a contingent right to receive one share of the Company's Class A common stock. |
| 2. Represents incentive stock options ("ISOs") granted under the Issuer's 2014 Long-Term Incentive Plan (the "Plan") to purchase shares of the Company's Class A common stock at an exercise price of $0.65 per share, as follows: (i) 16,250 shares, granted May 8, 2017, vesting commencing August 1, 2016; (ii) 23,750 shares, granted July 25, 2017, vesting commencing August 1, 2017; (iii) 20,000 shares, granted December 3, 2018, vesting commencing January 1, 2019; and (iv) 20,000 shares, granted January 20, 2023, vesting commencing February 1, 2023. For each ISO, 50% of the shares vest on the second anniversary of the vesting commencement date, with the remaining 50% vesting on the third anniversary, subject to continued service. Each ISO expires on the date preceding the tenth anniversary of its grant date. |
| 3. Represents an ISO to purchase 15,000 shares of the Company's Class A common stock at an exercise price of $1.66 per share, granted to the reporting person on January 25, 2025 under the Issuer's 2025 Long Term Incentive Plan (the "2025 LTIP"), with a vesting commencement date of August 25, 2014. Fifty percent (50%) of the shares subject to the option vested on the second anniversary of the vesting commencement date and the remaining fifty percent (50%) vested on the third anniversary of the vesting commencement date, in each case subject to continued service; as a result, the option was fully vested and immediately exercisable as of the January 25, 2025 grant date. |
| /s/ Cameron Slayter | 04/01/2026 | |
| ** 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) | ||