STOCK TITAN

Village Farms (VFF) ties 10% owner's RSUs to $3 share-price hurdle

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Village Farms International executive Yvonne Trupiano, Executive VP and Global CHRO, reports initial equity holdings. She holds 13,112 common shares directly, plus options on 200,000 common shares at an exercise price of $0.6200 per share expiring on March 28, 2030, with 133,334 options still unvested. She also holds 46,289 time- and performance-based Restricted Share Units, all unvested, which vest mostly over three anniversaries of the grant date, with 10% vesting on December 31, 2027 if the share price exceeds $3.00, and expiring on January 1, 2028 if this condition is not met. The RSUs have no exercise price.

Positive

  • None.

Negative

  • None.
Insider Trupiano Yvonne
Role Executive VP, Global CHRO
Type Security Shares Price Value
holding Restricted Share Units -- -- --
holding Options -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 46,289 shares (Direct); Options — 200,000 shares (Direct); Common Shares — 13,112 shares (Direct)
Footnotes (4)
  1. F1. Restricted Share Units ("RSUs") are time-and performance-based rights to receive common shares of Village Farms International, Inc. ("Issuer"), granted pursuant to the Issuer's Share-Based Compensation Plan, as described in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2026. 30% of the RSUs vest on each of the three anniversaries of the initial grant date. The remaining 10% of the RSUs vest on December 31, 2027, if the Issuer's common share price is greater than $3.00 per common share. As of the date hereof, all RSUs are unvested.
  2. F2. The RSUs that are subject to performance-based vesting criteria expire on January 1, 2028, if such performance-based vesting criteria has not been met.
  3. F3. RSUs do not require payment of a conversion or exercise price.
  4. F4. The options were granted on March 28, 2025, and vest over a three-year period with one-third (1/3) of the issued options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, 133,334 options are unvested.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Trupiano Yvonne

(Last)(First)(Middle)
C/O VILLAGE FARMS INTERNATIONAL, INC.
90 COLONIAL CENTER PARKWAY, SUITE 100

(Street)
LAKE MARY FLORIDA 32746

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2026
3. Issuer Name and Ticker or Trading Symbol
Village Farms International, Inc. [ VFF ]
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive VP, Global CHRO
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
Common Shares13,112D
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 ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units (1) (2)Common Shares46,289(3)D
Options (4)03/28/2030Common Shares200,000$0.62D
Explanation of Responses:
1. Restricted Share Units ("RSUs") are time-and performance-based rights to receive common shares of Village Farms International, Inc. ("Issuer"), granted pursuant to the Issuer's Share-Based Compensation Plan, as described in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2026. 30% of the RSUs vest on each of the three anniversaries of the initial grant date. The remaining 10% of the RSUs vest on December 31, 2027, if the Issuer's common share price is greater than $3.00 per common share. As of the date hereof, all RSUs are unvested.
2. The RSUs that are subject to performance-based vesting criteria expire on January 1, 2028, if such performance-based vesting criteria has not been met.
3. RSUs do not require payment of a conversion or exercise price.
4. The options were granted on March 28, 2025, and vest over a three-year period with one-third (1/3) of the issued options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, 133,334 options are unvested.
/s/Stephen C. Ruffini, Attorney-in-Fact06/23/2026
** Signature of Reporting PersonDate
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)