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

Rhea-AI Filing Summary

On July 7, 2025, Super League Enterprise, Inc. (Nasdaq: SLE) executed an Exchange Agreement with the Michael Keller Trust. In return for the surrender and forgiveness of a promissory note with principal and accrued interest totaling $1,878,082, the Company will issue 1,500,000 shares of its Series AAAA Jr. Convertible Preferred Stock and make cash payments totaling $378,002. The cash will be paid in six equal monthly installments of approximately $63,000 beginning October 15, 2025 and ending March 15, 2026. The agreement, filed as Exhibit 10.1 to this Form 8-K, eliminates the outstanding note, converting the liability into equity and a short-term cash obligation.

Key investor takeaways

• Debt reduction: Extinguishes nearly $1.9 million in debt, potentially strengthening leverage metrics.
• Equity issuance: 1.5 million preferred shares create possible future dilution depending on conversion terms (not disclosed in this filing).
• Manageable cash outflow: $378 k spread over six months mitigates immediate liquidity strain.

Positive

• Elimination of $1.878 million promissory note strengthens the balance sheet and reduces leverage.
• Structured six-month cash repayment schedule limits immediate liquidity pressure.

Negative

• Issuance of 1.5 million Series AAAA Jr. Convertible Preferred shares introduces potential future dilution for common shareholders.
• Obligation to pay $378,002 in cash still represents an outflow over the next two quarters.

Insights

Financial Analyst

TL;DR Debt exchanged for preferred equity; balance sheet improves, but dilution and cash outflow temper upside—overall neutral impact.

The transaction removes a $1.878 million liability, a clear positive for leverage and covenant headroom. However, the issuance of 1.5 million Series AAAA Jr. Convertible Preferred shares introduces conversion and dividend risk that could dilute common shareholders. The $378 k scheduled cash payments are modest and spread over two fiscal quarters, limiting liquidity pressure. Absent details on conversion price or dividend terms, the market will likely view the deal as balance-sheet neutral to modestly positive.

Securities Analyst

TL;DR Note-for-equity swap cleans debt ledger; preferred stock adds future overhang—impact judged balanced.

Eliminating the promissory note removes debt from the capital structure, but investors must weigh the overhang of 1.5 million convertible preferred shares. Without stated conversion mechanics, assessing dilution is difficult, yet the existence of a junior series suggests subordination to existing preferred. The six-month cash payout schedule is short, but small relative to the foregone debt. Net effect: modest improvement in credit profile offset by equity overhang.

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
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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 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								138,520(1)	D
Common Shares								45,500	I	Held through Spouse (Nancy Holewinski)

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 Mr. Holewinski'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 Mr. Holewinski on June 28, 2024. Mr. Holewinski 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.
* 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.
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FAQ

What transaction did Super League Enterprise (SLE) disclose on July 7, 2025?

The company swapped a $1,878,082 promissory note for 1,500,000 Series AAAA Jr. Convertible Preferred shares and $378,002 in cash payments.

How much debt is being eliminated by Super League Enterprise under the Exchange Agreement?

The agreement cancels a promissory note with principal and interest totaling $1,878,082.

How many preferred shares will be issued to the Michael Keller Trust?

1,500,000 shares of Series AAAA Jr. Convertible Preferred Stock will be issued.

What are the cash payment terms associated with the exchange?

SLE will pay a total of $378,002 in six equal monthly installments of about $63,000 each.

When do the cash installments start and end?

Payments begin on October 15, 2025 and conclude on March 15, 2026.

Where can investors read the full Exchange Agreement?

The complete document is filed as Exhibit 10.1 to the company’s Form 8-K dated July 7, 2025.