Village Farms (VFF) CEO converts RSUs to shares and withholds stock for taxes

Rhea-AI Filing Summary

Village Farms International, Inc. Chief Executive Officer Michael A. DeGiglio exercised restricted share units into common shares as part of his share-based compensation. On April 1, 2026, 51,968 restricted share units converted into 51,968 common shares at a conversion price of $0.00 per share. To cover related tax obligations, 12,654 common shares were withheld at $2.84 per share. After these transactions, DeGiglio directly owned 9,622,441 common shares and 121,257 restricted share units. The RSUs are time- and performance-based awards under the company’s Share-Based Compensation Plan, with 30% vesting on each of the first three anniversaries of the grant date and the remaining 10% vesting on December 31, 2027 if the share price exceeds $3.00, otherwise expiring on January 1, 2028.

Insider Trade Summary

Net Buyer: 39,314 shares

Net Buy 4 txns

Insider DEGIGLIO MICHAEL A

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	51,968	$0.00	$0.00
Exercise	Common Shares	51,968	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	12,654	$2.84	$36K
Grant/Award	Restricted Share Units	173,225	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 121,257 shares (Direct); Common Shares — 9,622,441 shares (Direct)

Footnotes (2)

1. F1. Restricted share units are time and performance-based grants of common shares ("RSUs") of Village Farms International, Inc ("Issuer") made pursuant to the Issuer's Share-Based Compensation Plan, as described in the Issuer's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 25, 2025. 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. RSUs do not require payment of a conversion or exercise price.
2. F2. The RSUs that are subject to performance-based vesting criteria expire on January 1, 2028 in the event that such performance-based vesting criteria has not been met.

Key Figures

RSUs exercised: 51,968 units Tax withholding shares: 12,654 shares Shares held after transaction: 9,622,441 shares +3 more

6 metrics

RSUs exercised 51,968 units Converted to common shares on April 1, 2026

Tax withholding shares 12,654 shares Withheld at $2.84 per share for taxes

Shares held after transaction 9,622,441 shares Common shares directly owned after April 1, 2026

RSUs remaining 121,257 units Restricted share units held after April 1, 2026

Performance vesting price $3.00 per share Price condition for 10% of RSUs on December 31, 2027

RSU grant 173,225 units Restricted share units granted on April 1, 2025

Key Terms

Restricted share units, Share-Based Compensation Plan, performance-based vesting criteria, Form 10-K/A, +1 more

5 terms

Restricted share units financial

"Restricted share units are time and performance-based grants of common shares"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Share-Based Compensation Plan financial

"made pursuant to the Issuer's Share-Based Compensation Plan, as described"

performance-based vesting criteria financial

"The RSUs that are subject to performance-based vesting criteria expire"

Form 10-K/A regulatory

"described in the Issuer's Annual Report on Form 10-K/A filed"

A Form 10-K/A is an amended version of a company’s annual report filed with regulators to correct, clarify or add information after the original annual report was submitted. Think of it like a revised chapter in a book that fixes errors or includes new details; investors pay attention because the changes can alter the company’s financial picture, risks or legal disclosures and therefore may affect investment decisions.

vest financial

"30% of the RSUs vest on each of the three anniversaries"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/02/2026 - 06:00 PM Learn about SEC filing dates

FAQ

What did VFF CEO Michael DeGiglio report in this Form 4 filing?

Michael DeGiglio reported exercising 51,968 restricted share units into common shares and a related tax withholding of 12,654 shares. These transactions reflect share-based compensation activity rather than an open-market purchase or sale of Village Farms International, Inc. stock.

How many Village Farms (VFF) shares does the CEO hold after these transactions?

After the reported transactions, CEO Michael DeGiglio directly holds 9,622,441 common shares of Village Farms International, Inc. He also holds 121,257 restricted share units, which may convert into additional common shares as they vest over time under the company’s compensation plan.

Were the VFF CEO’s reported share dispositions open-market sales?

No, the reported disposition involved 12,654 shares withheld at $2.84 per share to satisfy tax obligations. This is a tax-withholding mechanism tied to the restricted share unit exercise, not an open-market sale initiated to trade Village Farms International, Inc. shares.

How do the Village Farms (VFF) CEO’s RSUs vest over time?

The restricted share units vest 30% on each of the first three anniversaries of the initial grant date. The remaining 10% vest on December 31, 2027 if Village Farms’ common share price exceeds $3.00; otherwise, those performance-based RSUs expire on January 1, 2028.

What performance condition applies to some of the VFF restricted share units?

For 10% of the CEO’s restricted share units, vesting requires Village Farms’ common share price to exceed $3.00 per share on December 31, 2027. If this performance-based condition is not achieved, those RSUs expire on January 1, 2028 without converting into common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DEGIGLIO MICHAEL A

(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. Issuer Name and Ticker or Trading Symbol
Village Farms International, Inc. [ VFF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	04/01/2026		M		51,968	A	(1)	9,635,095	D
Common Shares	04/01/2026		F		12,654	D	$2.84	9,622,441	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	04/01/2025		A		173,225		(1)	(2)	Common Shares	173,225	(1)	173,225	D
Restricted Share Units	(1)	04/01/2026		M			51,968	(1)	(2)	Common Shares	51,968	(1)	121,257	D

Explanation of Responses:

1. Restricted share units are time and performance-based grants of common shares ("RSUs") of Village Farms International, Inc ("Issuer") made pursuant to the Issuer's Share-Based Compensation Plan, as described in the Issuer's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 25, 2025. 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. RSUs do not require payment of a conversion or exercise price.

2. The RSUs that are subject to performance-based vesting criteria expire on January 1, 2028 in the event that such performance-based vesting criteria has not been met.

	/s/Stephen C. Ruffini, Attorney-in-Fact	04/02/2026
	** 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 4 (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 4: SEC 1474 (03-26)