Village Farms CFO exercises RSUs, covers taxes
Village Farms International, Inc. Chief Financial Officer Stephen C. Ruffini exercised restricted share units into common shares and had shares withheld for taxes.
Rhea-AI Filing Summary
Village Farms International, Inc. Chief Financial Officer Stephen C. Ruffini exercised restricted share units into common shares and had shares withheld for taxes. On April 1, 2026, he converted 26,781 RSUs into the same number of common shares, held indirectly through related accounts.
In connection with this vesting, 7,353 common shares were disposed of at $2.84 per share to satisfy tax obligations, a non-market transaction. After these movements, he directly held 62,490 restricted share units and indirectly held 468,827 common shares. The RSUs are time- and performance-based awards under the company’s share-based compensation plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
26,781 shares exercised/converted
Exercise
6 txns
Insider
Ruffini Stephen C
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Share Units | 26,781 | $0.00 | $0.00 |
| Exercise | Common Shares | 26,781 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Shares | 7,353 | $2.84 | $21K |
| Grant/Award | Restricted Share Units | 89,271 | $0.00 | $0.00 |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
Holdings After Transaction:
Restricted Share Units — 62,490 contracts (Direct);
Common Shares — 514,627 shares (Indirect, See Footnote);
Common Shares — 680,039 shares (Direct)
Footnotes (4)
- 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.
- F2. Held through The Ruffini Family Revocable Trust of which Mr. Ruffini is the trustee.
- F3. Held through an Individual Retirement Account.
- F4. 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: 26,781 units
Shares withheld for taxes: 7,353 shares
Tax price: $2.84 per share
+3 more
6 metrics
RSUs exercised
26,781 units
Converted into common shares on April 1, 2026
Shares withheld for taxes
7,353 shares
Tax-withholding disposition at $2.84 per share
Tax price
$2.84 per share
Price used for 7,353-share tax-withholding disposition
RSUs remaining
62,490 units
Restricted share units directly held after April 1, 2026
Indirect common shares
468,827 shares
Indirect common share holdings after April 1, 2026
Performance vesting hurdle
$3.00 per share
Price condition for 10% of RSUs to vest by Dec. 31, 2027
Key Terms
Restricted Share Units, Share-Based Compensation Plan, tax-withholding disposition, Revocable Trust, +1 more
5 terms
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Revocable Trust financial
"Held through The Ruffini Family Revocable Trust of which Mr. Ruffini is the trustee."
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
performance-based vesting criteria financial
"The RSUs that are subject to performance-based vesting criteria expire on January 1, 2028"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Village Farms (VFF) CFO Stephen Ruffini report?
Stephen C. Ruffini reported converting restricted share units into common shares and related tax withholding. On April 1, 2026, he exercised 26,781 RSUs into common shares and had 7,353 shares withheld at $2.84 per share to cover tax obligations tied to the vesting.
What are Stephen Ruffini’s Village Farms (VFF) holdings after this Form 4?
Following the reported transactions, Stephen C. Ruffini directly held 62,490 restricted share units and indirectly held 468,827 common shares. The indirect holdings are maintained through related accounts referenced in the footnotes, including a family revocable trust and an individual retirement account structure.
How do the Village Farms (VFF) RSUs granted to the CFO vest and expire?
The restricted share units are time- and performance-based grants under the share-based compensation plan. Thirty percent vest on each of the first three anniversaries of the grant date, and 10% vest on December 31, 2027 if the share price exceeds $3.00, otherwise expiring on January 1, 2028.
AI-generated analysis. How Rhea-AI works. Not financial advice.
