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Village Farms (VFF) director adds 75,757 shares as Restricted Stock vests

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Village Farms International, Inc. director David Holewinski reported the vesting and automatic conversion of 75,757 Restricted Stock into common shares on July 9, 2026. These time-based Restricted Stock awards, originally granted on July 9, 2025 under the company’s share-based compensation plan, required no exercise price and increased his direct holdings to 305,607 common shares, with an additional 45,500 common shares held indirectly through his spouse.

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Insights

Routine vesting of equity awards increased the director’s direct share ownership.

Director David Holewinski had 75,757 shares of Restricted Stock vest and automatically convert into common shares on July 9, 2026. The awards were time-based grants under the company’s share-based compensation plan and carried a 0.0000 exercise or conversion price.

Following the conversion, he holds 305,607 common shares directly and 45,500 common shares indirectly through his spouse. No open-market purchases or sales were reported; this is a compensation-related equity increase rather than trading activity.

Insider Holewinski David
Role Director
Type Security Shares Price Value
Exercise Restricted Stock F2, F3 75,757 $0.00 $0.00
Exercise Common Shares 75,757 $0.00 $0.00
holding Common Shares F1 -- -- --
Holdings After Transaction: Restricted Stock — 0 shares (Direct); Common Shares — 305,607 shares (Direct); Common Shares — 45,500 shares (Indirect, See Footnote)
Footnotes (3)
  1. F1. These common shares are held through Mr. Holewinski's spouse.
  2. F2. Restricted stock are time-based grants of common shares ("Restricted Stock") 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. The Restricted Stock does not require payment of a conversion or exercise price.
  3. F3. This Restricted Stock 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 vested and converted 75,757 shares Time-based Restricted Stock that vested and converted into common shares on July 9, 2026
Direct common share holdings after transaction 305,607 shares Common shares directly owned by David Holewinski following the conversion
Indirect common share holdings via spouse 45,500 shares Common shares held through Mr. Holewinski’s spouse as noted in the footnote
Exercise/Conversion price of Restricted Stock 0.0000 Restricted Stock did not require payment of a conversion or exercise price
Exercise/vesting date July 9, 2026 Date on which the Restricted Stock vested entirely and converted into common shares
Grant date of Restricted Stock July 9, 2025 Original grant date of the time-based Restricted Stock awards
Restricted Stock financial
"Restricted stock are time-based grants of common shares ("Restricted Stock") of Village Farms International, Inc"
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
"granted pursuant to the Issuer's Share-based Compensation Plan, as described in the Issuer's Definitive Proxy Statement"
time-based grants financial
"Restricted stock are time-based grants of common shares ("Restricted Stock") of Village Farms International, Inc"
indirect ownership financial
"These common shares are held through Mr. Holewinski's spouse."

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FAQ

What insider transaction did Village Farms International (VFF) director David Holewinski report?

Director David Holewinski reported the vesting and automatic conversion of 75,757 Restricted Stock into common shares on July 9, 2026. This equity event arose from prior time-based grants under Village Farms International’s share-based compensation plan.

How many Village Farms International (VFF) shares does David Holewinski own after this Form 4?

After the reported transactions, David Holewinski holds 305,607 common shares directly. He also has 45,500 common shares held indirectly through his spouse, as disclosed in the filing’s footnotes.

What happened to the 75,757 Restricted Stock reported in the Village Farms (VFF) Form 4?

The 75,757 Restricted Stock vested on July 9, 2026 and automatically converted into common shares. These time-based grants required no exercise or conversion price under the company’s share-based compensation plan.

Did the Village Farms (VFF) Form 4 show any open-market share sales or purchases?

The Form 4 shows no open-market purchases or sales. It reports only the vesting and conversion of 75,757 Restricted Stock into common shares and updated direct and indirect holdings.

How are some of David Holewinski’s Village Farms (VFF) shares held indirectly?

The filing states that 45,500 common shares are held indirectly through Mr. Holewinski’s spouse. This indirect ownership is noted in a footnote explaining the nature of the holding.
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*
Holewinski David

(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$0305,607D
Common Shares45,500ISee Footnote(1)
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(2)07/09/2026M75,75707/09/2026 (3)Common Shares75,757(2)0D
Explanation of Responses:
1. These common shares are held through Mr. Holewinski's spouse.
2. Restricted stock are time-based grants of common shares ("Restricted Stock") 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. The Restricted Stock does not require payment of a conversion or exercise price.
3. This Restricted Stock 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)