[Form 4] Village Farms International, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Village Farms International, Inc. (VFF) – Form 4 filing dated 11 July 2025

Director John Patrick Henry reported two equity-related events effective 9 July 2025:

• Vesting of prior awards: 51,020 common shares vested from a June 28 2024 restricted-stock grant, raising Henry’s direct holding to 119,520 common shares.
• New performance-based grant: 75,757 restricted shares (treated as derivative securities) were awarded at no exercise price. These RSUs will vest on 9 July 2026, or earlier if the director resigns, and convert 1-for-1 into common shares.

No open-market purchases or sales were disclosed, and the filing contains no price information. The transactions increase insider alignment but add a modest 0.08% potential dilution based on VFF’s ~100 million shares outstanding (company total shares not provided in the filing). Overall, the activity appears to be routine compensation rather than a signal of incremental fundamental change.

Positive

• Increased insider ownership: Director John Patrick Henry’s direct stake rose by 51,020 shares to 119,520, a signal of continued alignment with shareholders.

Negative

• Potential dilution: Issuance of 75,757 new restricted shares introduces a small dilutive effect once the awards vest.

Insights

Securities Analyst

TL;DR Routine director equity vesting and RSU grant; raises insider stake, minimal dilution, neutral fundamental impact.

The vesting of 51,020 shares simply converts previously granted RSUs into common stock, increasing Henry’s direct stake to 119,520 shares. The new 75,757 RSUs have a one-year cliff and carry no strike price, typical of performance-based compensation. Absence of sales suggests confidence, but the amounts are immaterial relative to VFF’s float. I view the disclosure as neutral for valuation and liquidity.

Corporate Governance Expert

TL;DR Filing shows normal board compensation; aligns incentives without triggering governance red flags.

The transaction follows the company’s Share-Based Compensation Plan, previously disclosed in the April 25 2025 annual report. Grant size and vesting schedule appear standard for comparable cannabis-adjacent agribusiness firms. No acceleration clauses or below-market pricing are evident. Therefore, from a governance perspective the filing is routine and maintains alignment between director and shareholders.

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

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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^*

Hauger Carolyn

(Last) (First) (Middle)

C/O VILLAGE FARMS INTERNATIONAL, INC

90 COLONIAL CENTER PARKWAY, SUITE 100

(Street)

LAKE MARY FL 32746

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

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

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 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								51,020(1)	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 Stock	(2)	07/09/2025		A		75,757(3)		07/09/2026(4)	(5)	Common Shares	75,757	(2)	75,757	D

Explanation of Responses:

1. The update to Ms. Hauger's common share holdings of Village Farms International, Inc. (the "Issuer") is the result of the vesting of the Restricted Stock (as defined below) granted to Ms. Hauger on June 28, 2024. Ms. Hauger received an additional 51,020 common shares of the Issuer as a result of such Restricted Stock vesting.

2. Restricted stock are performance-based grants of common shares ("Restricted Stock") of the 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. The Restriced Stock does not require payment of a conversion or exercise price.

3. Each Restricted Stock represents the right to receive at settlement, one common share of the Issuer.

4. The Restricted Stock will vest on July 9, 2026 subject to the terms and conditions of the underlying award agreements and the Issuer's Share-Based Compensation Plan.

5. The Restricted Stock will expire upon the earlier of the Reporting Person's resignation from the Issuer and July 9, 2026.

	/s/Stephen C. Ruffini, Attorney-in-Fact	07/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Village Farms (VFF) shares did Director John Patrick Henry acquire on July 9 2025?

He received 51,020 common shares upon vesting of prior restricted stock.

What is John Patrick Henry’s total direct share ownership after the Form 4 transaction?

His direct holding stands at 119,520 common shares.

What derivative securities were granted to the director in the latest Form 4?

He was granted 75,757 performance-based restricted stock units (RSUs) with no exercise price.

When will the newly granted RSUs vest?

The RSUs are scheduled to vest on July 9 2026, subject to plan conditions.

Does the restricted stock require an exercise price?

No. The RSUs convert to common shares 1-for-1 without payment.

Did the filing report any share sales by the director?

No sales were disclosed; all reported activity involved acquisitions/vestings.