SCHEDULE 13G/A: Vertex, Inc. Insiders Disclose Significant Beneficial Ownership Stake Exceeding 56% Through Amended SEC Filing

An amended Schedule 13G filing reveals that a group of 17 individuals, primarily associated with the Radcliffe, Thompson, and Westphal families, collectively beneficially own 56.7% of Vertex, Inc.'s Class A Common Stock as of December 31, 2024.

Summary

• The filing is an Amendment No. 5 to Schedule 13G for Vertex, Inc. (CUSIP: 92538J106), detailing beneficial ownership of Class A Common Stock.
• The event date requiring this filing was December 31, 2024, with the filing submitted on February 12, 2025.
• A group of 17 reporting persons, including Amanda Radcliffe, Stefanie Thompson, and Jeffrey Westphal, are identified as acting as a 'group' under Section 13(d) of the Securities Exchange Act of 1934, due to their participation in a Third Amended and Restated Stockholders' Agreement dated July 28, 2020.
• As of December 31, 2024, there were 70,669,959 shares of Class A Common Stock outstanding.
• The beneficial ownership calculation assumes the conversion of an aggregate of 86,480,641 shares of Class B Common Stock held by the reporting persons on a one-for-one basis into Class A Common Stock.
• The 'group' collectively beneficially owns 89,153,656 shares of Class A Common Stock, representing 56.7% of the total Class A Common Stock, calculated based on the sum of outstanding Class A shares and all convertible Class B shares held by the group.
• Amanda Radcliffe is the largest individual beneficial owner with 33,267,767.22 shares, representing 21.2% of the class.
• Stefanie Thompson is the second largest individual beneficial owner with 32,980,934.59 shares, representing 21.0% of the class.
• Jeffrey Westphal holds 4,521,822.24 shares, representing 2.9% of the class.
• Other significant beneficial owners include Kailey Radcliffe and Antoinette Capik, each holding 5,294,874.75 shares (3.4% each), and Conrad Radcliffe with 2,731,647.38 shares (1.7%).
• Beneficial ownership includes shares held directly, shares issuable upon conversion of Class B Common Stock, and shares held by trusts where the reporting person is a trustee or co-trustee, and in some cases, jointly held shares.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently indicate positive or negative sentiment regarding the company's performance or prospects. It is a neutral, compliance-driven filing.

Positives

• The significant beneficial ownership by a group of insiders, particularly the founding families, indicates a strong alignment of interests between management/major shareholders and the long-term success of Vertex, Inc.

Negatives

• The high concentration of ownership (56.7%) by a single group could limit the public float and potentially reduce liquidity for other shareholders.
• Such a large controlling block of shares may reduce the influence of minority shareholders on corporate decisions and governance.

Risks

• Concentrated control by a single group of shareholders, while aligning interests, could also lead to decisions that primarily benefit the controlling group rather than all shareholders, or limit independent oversight.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of beneficial ownership and does not provide specific insights into broader industry trends or competitive positioning. However, significant insider ownership is common in companies with a strong founding family presence, which can influence long-term strategic direction.

Corporate Governance

Related Party Transactions

• The beneficial ownership includes shares held directly, jointly, and through various trusts (e.g., 'Item Second Irrevocable Trust', 'Third Party Funded Special Needs Trust', '2020 Irrevocable Trust') where reporting persons or their family members serve as trustees or beneficiaries. These structures represent related party holdings that consolidate control within the founding families.

Stakeholder Impact

• Shareholders: The significant concentration of voting power (56.7%) within a defined group of insiders means that this group has substantial control over major corporate decisions, potentially limiting the influence of other shareholders.
• Management: The strong insider ownership provides stability and alignment with long-term strategic goals, as the controlling shareholders are deeply invested in the company's success.

Key Dates

Keywords

Vertex Inc., SEC filing, Schedule 13G, beneficial ownership, Class A Common Stock, Class B Common Stock, insider ownership, stockholders agreement, corporate governance, shareholder disclosure