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Village Farms (VFF) director updates holdings as restricted stock vests with tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Village Farms International, Inc. director John R. McLernon reported equity award activity in Common Shares. On July 9, 2026, restricted stock granted under the company’s Share-based Compensation Plan fully vested and automatically converted into 75,757 Common Shares. To cover tax withholding on this vesting, 15,151 Common Shares were withheld by the issuer at $1.99 per share, and no common shares were sold. Following these transactions, McLernon holds 216,248 Common Shares directly, and also reports additional indirect holdings through a holding company, a retirement income fund, and tax-free savings accounts for himself and his spouse.

Positive

  • None.

Negative

  • None.

Insights

Director’s restricted stock vested, with routine tax withholding and no market sale.

Director John R. McLernon had a time-based Restricted Stock award vest on July 9, 2026, converting into 75,757 Common Shares. This is standard equity compensation rather than an open-market purchase.

To satisfy tax obligations on the vesting, the issuer withheld 15,151 shares at $1.99 per share, explicitly stating that no common shares were sold. After these entries, McLernon directly owns 231,399 shares and reports several indirect holdings via family and savings vehicles.

Because the key disposition is tax withholding and not a discretionary sale, the economic signal is neutral; it mainly updates McLernon’s share count and confirms continued equity exposure to Village Farms International, Inc..

Insider McLernon John R.
Role Director
Type Security Shares Price Value
Exercise Restricted Stock F7, F8 75,757 $0.00 $0.00
Exercise Common Shares 75,757 $0.00 $0.00
Tax Withholding Common Shares F2 15,151 $1.99 $30K
holding Common Shares F1 -- -- --
holding Common Shares F3 -- -- --
holding Common Shares F4 -- -- --
holding Common Shares F5 -- -- --
holding Common Shares F6 -- -- --
Holdings After Transaction: Restricted Stock — 0 shares (Direct); Common Shares — 216,248 shares (Direct); Common Shares — 84,100 shares (Indirect, See Footnote)
Footnotes (8)
  1. F1. These common shares are held through McLernon Holdings Ltd. Mr. McLernon and his spouse are the shareholders of McLernon Holdings Ltd. and may be deemed the beneficial owners of the common shares held by it.
  2. F2. Common shares withheld by Village Farms International, Inc (the "Issuer") to satisfy tax withholding requirements on vesting of Restricted Stock (as defined below). No common shares were sold.
  3. F3. These common shares are held through a Retirement Income Fund.
  4. F4. These common shares are held through a Tax Free Savings Account ("TFSA").
  5. F5. These common shares are held through Mr. McLernon's spouse.
  6. F6. These common shares are held through a TSFA for Mr. McLernon's spouse.
  7. F7. Restricted stock are time-based grants of common shares ("Restricted Stock") of 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. The Restricted Stock does not require payment of a conversion or exercise price.
  8. F8. This Restricted Stock award was granted on July 9, 2025 and vested entirely on July 9, 2026, and in accordance with the terms therewith, automatically converted into common shares as reported herein.
Restricted Stock shares vested 75,757 Common Shares Time-based Restricted Stock converted into Common Shares on July 9, 2026
Shares withheld for taxes 15,151 Common Shares Common shares withheld by issuer to satisfy tax withholding on vesting
Tax withholding price per share $1.99 Per-share value used for tax withholding on 15,151 shares
Direct holdings after transactions 231,399 Common Shares Direct Common Shares owned by McLernon following July 9, 2026 entries
Restricted Stock conversion price 0.0000 Restricted Stock did not require payment of a conversion or exercise price
Award grant date July 9, 2025 Grant date of Restricted Stock that vested on July 9, 2026
Award vesting date July 9, 2026 Date Restricted Stock vested entirely and converted into Common Shares
Restricted Stock financial
"Restricted stock are time-based grants of common shares ("Restricted Stock") of Issuer"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Share-based Compensation Plan financial
"grants of common shares ("Restricted Stock") of Issuer granted pursuant to the Issuer's Share-based Compensation Plan"
Tax Free Savings Account ("TFSA") financial
"These common shares are held through a Tax Free Savings Account ("TFSA")."
Retirement Income Fund financial
"These common shares are held through a Retirement Income Fund."
beneficial owners financial
"may be deemed the beneficial owners of the common shares held by it."
Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.

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FAQ

What did Village Farms (VFF) director John R. McLernon report in this Form 4?
Director John R. McLernon reported the vesting and automatic conversion of a Restricted Stock award into 75,757 Common Shares, along with related tax withholding and updated direct and indirect share holdings.

How many Village Farms (VFF) shares did McLernon acquire and what was withheld for taxes?
McLernon acquired 75,757 Common Shares upon vesting of Restricted Stock. To satisfy tax withholding requirements, the issuer withheld 15,151 Common Shares at $1.99 per share, as described in the footnotes.

Did John R. McLernon sell any Village Farms (VFF) shares in this Form 4 filing?
No. The footnotes state that no common shares were sold. A total of 15,151 shares were withheld by Village Farms International, Inc. solely to satisfy tax withholding obligations on the vesting of Restricted Stock.

What is McLernon’s direct share ownership in Village Farms (VFF) after these transactions?
After the reported transactions, McLernon directly owns 231,399 Common Shares of Village Farms International, Inc., reflecting the net result of the Restricted Stock vesting and the tax withholding of a portion of the shares.

What indirect Village Farms (VFF) holdings does McLernon report in this Form 4?
McLernon reports indirect ownership of Common Shares through McLernon Holdings Ltd., a Retirement Income Fund, his own Tax Free Savings Account (TFSA), his spouse, and a TFSA for his spouse, as referenced in the footnotes.

How was the Restricted Stock award for Village Farms (VFF) structured and when did it vest?
The Restricted Stock was a time-based grant of Common Shares under the Share-based Compensation Plan. It was granted on July 9, 2025 and vested entirely on July 9, 2026, then automatically converted into Common Shares reported in this filing.
SEC Form 4
FORM 4UNITED 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*
McLernon John R.
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares07/09/2026M75,757A$0231,399D
Common Shares30,000ISee Footnote(1)
Common Shares23,500ISee Footnote(3)
Common Shares15,800ISee Footnote(4)
Common Shares500ISee Footnote(5)
Common Shares14,300ISee Footnote(6)
Common Shares(2)07/09/2026F15,151D$1.99216,248D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock(7)07/09/2026M75,75707/09/2026 (8)Common Shares75,757(7)0D
Explanation of Responses:
1. These common shares are held through McLernon Holdings Ltd. Mr. McLernon and his spouse are the shareholders of McLernon Holdings Ltd. and may be deemed the beneficial owners of the common shares held by it.
2. Common shares withheld by Village Farms International, Inc (the "Issuer") to satisfy tax withholding requirements on vesting of Restricted Stock (as defined below). No common shares were sold.
3. These common shares are held through a Retirement Income Fund.
4. These common shares are held through a Tax Free Savings Account ("TFSA").
5. These common shares are held through Mr. McLernon's spouse.
6. These common shares are held through a TSFA for Mr. McLernon's spouse.
7. Restricted stock are time-based grants of common shares ("Restricted Stock") of 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. The Restricted Stock does not require payment of a conversion or exercise price.
8. This Restricted Stock award was granted on July 9, 2025 and vested entirely on July 9, 2026, and in accordance with the terms therewith, automatically converted into common shares as reported herein.
/s/Stephen C. Ruffini, Attorney-in-Fact07/10/2026
** 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 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)

Source: View Original Filing on SEC EDGAR