SEC FORM 3

SEC FORM 3SEC Form 3

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^*

Alvarez-Demalde Francisco

(Last)

(First)

(Middle)

C/O RIVERWOOD CAPITAL MANAGEMENT L.P.,

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 Shares	7,937	D⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options	⁽³⁾	11/07/2026	Class A Common Stock	182,000	$3.55	D⁽²⁾
Stock Options	⁽⁴⁾	07/01/2027	Class A Common Stock	58,577	$4.8	D⁽²⁾
Stock Options	⁽⁵⁾	07/01/2028	Class A Common Stock	25,817	$7.26	D⁽²⁾
Stock Options	⁽⁶⁾	07/01/2029	Class A Common Stock	27,303	$6.6	D⁽²⁾
Restricted Stock Unit	⁽⁷⁾	⁽⁸⁾	Class A Common Stock	5,829	⁽⁸⁾	D⁽²⁾
Restricted Stock Unit	⁽⁹⁾	⁽⁸⁾	Class A Common Stock	10,577	⁽⁸⁾	D⁽²⁾

Explanation of Responses:

1. These securities are held by Mr. Alvarez-Demalde for the benefit of Riverwood Capital GP II Ltd. and/or certain of its affiliates (collectively, "Riverwood"). Mr. Alvarez-Demalde is obligated to transfer the underlying shares upon settlement or any proceeds from the sale thereof as directed by Riverwood. Mr. Alvarez-Demalde disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Alvarez-Demalde for purposes of Section 16 or any other purposes.

2. These securities are held by Mr. Alvarez-Demalde for the benefit of Riverwood. Mr. Alvarez-Demalde is obligated to transfer the underlying shares upon settlement or any proceeds from the sale thereof as directed by Riverwood. Mr. Alvarez-Demalde disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Alvarez-Demalde for purposes of Section 16 or any other purposes.

3. These stock options are fully vested.

4. Represents stock options, of which each 1/12 of the total share package vests every three (3) months from July 01, 2023.

5. Represents stock options, of which each 1/12 of the total share package vests every three (3) months from July 01, 2024.

6. Represents stock options, of which each 1/12 of the total share package vests every three (3) months from July 01, 2025.

7. Represents restricted stock units ("RSUs"). 8.33% of which vested on October 1, 2024, and the remaining amount of which vests in tranches of 8.33% every three (3) months thereafter

8. Each RSU represents a contingent right to receive shares of Issuer Class A common stock.

9. Represents RSUs. 8.33% of which vested on October 1, 2025, and the remaining amount of which vests in tranches of 8.33% every three (3) months thereafter

	/s/ Francisco Alvarez-Demalde	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)

SEC Form 3 filed by new insider Alvarez-Demalde Francisco