Village Farms exec exercises 15,547 RSUs

Village Farms International, Inc. executive Orville Bovenschen, President of Canadian Cannabis, exercised 15,547 Restricted Share Units (RSUs) into common shares on April 1, 2026.

Rhea-AI Filing Summary

Village Farms International, Inc. executive Orville Bovenschen, President of Canadian Cannabis, exercised 15,547 Restricted Share Units (RSUs) into common shares on April 1, 2026. Of these, 4,118 common shares were withheld as a tax-payment disposition, leaving 11,429 common shares held directly after the transactions.

Following the exercise, Bovenschen also holds 36,276 RSUs, which are time- and performance-based grants under the company’s Share-Based Compensation Plan. The footnotes explain that most RSUs vest in three annual 30% tranches, with the remaining 10% vesting only if the share price exceeds $3.00 per share by December 31, 2027, and expiring on January 1, 2028 if that condition is not met.

Insider Trade Summary

15,547 shares exercised/converted

Exercise 3 txns

Insider Bovenschen Orville

Role President of Canadian Cannabis

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	15,547	$0.00	$0.00
Exercise	Common Shares	15,547	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	4,118	$2.84	$12K

Holdings After Transaction: Restricted Share Units — 36,276 contracts (Direct); Common Shares — 11,429 shares (Direct)

Footnotes (2)

1. 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.
2. F2. 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: 15,547 RSUs Shares withheld for taxes: 4,118 shares at $2.84 Common shares after transaction: 11,429 shares +3 more

6 metrics

RSUs exercised 15,547 RSUs Converted into common shares on April 1, 2026

Shares withheld for taxes 4,118 shares at $2.84 Tax-withholding disposition (code F) on common shares

Common shares after transaction 11,429 shares Direct holdings following April 1, 2026 transactions

Remaining RSUs 36,276 RSUs Time- and performance-based awards outstanding after exercise

Price vesting hurdle $3.00 per share Condition for final 10% RSU vesting by December 31, 2027

Performance RSU expiry January 1, 2028 Expiration if performance-based vesting criteria are not met

Key Terms

Restricted Share Units, Share-Based Compensation Plan, performance-based vesting criteria, tax-withholding disposition, +1 more

5 terms

Restricted Share Units financial

"Restricted share units are time and performance-based grants of common shares ("RSUs")"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Share-Based Compensation Plan financial

"made pursuant to the Issuer's Share-Based Compensation Plan"

performance-based vesting criteria financial

"The RSUs that are subject to performance-based vesting criteria expire on January 1, 2028"

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.

conversion or exercise price financial

"RSUs do not require payment of a conversion or exercise price"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Orville Bovenschen report for Village Farms (VFF)?

Orville Bovenschen reported exercising 15,547 Restricted Share Units into common shares of Village Farms. This compensation-related event converted RSUs granted under the Share-Based Compensation Plan into stock and included a related tax-withholding share disposition, rather than an open-market purchase or sale.

How many Village Farms (VFF) shares did Bovenschen acquire and retain?

Bovenschen acquired 15,547 common shares through RSU exercise. Of these, 4,118 shares were withheld to cover tax obligations, classified as a tax-withholding disposition, leaving him with 11,429 common shares held directly following the reported transactions on April 1, 2026.

How many Restricted Share Units does Bovenschen still hold at Village Farms (VFF)?

After the reported RSU exercise, Bovenschen holds 36,276 Restricted Share Units. These RSUs are time- and performance-based equity awards granted under Village Farms International’s Share-Based Compensation Plan and continue to represent potential future share deliveries if vesting conditions are satisfied.

What are the vesting terms of Bovenschen’s Village Farms (VFF) RSUs?

The RSUs vest with 30% on each of the first three anniversaries of the initial grant date. The remaining 10% vests on December 31, 2027 only if Village Farms’ common share price exceeds $3.00 per share, reflecting a performance-based vesting condition tied to the stock price.

When do Village Farms (VFF) performance-based RSUs expire if conditions are not met?

The performance-based portion of Bovenschen’s Restricted Share Units expires on January 1, 2028 if the specified share price condition has not been achieved. This means unvested performance-based RSUs terminate at that date if Village Farms’ stock has not exceeded the $3.00 threshold.

Was Bovenschen’s Village Farms (VFF) transaction an open-market sale?

The filing classifies the disposition as code F, meaning shares were delivered to cover tax obligations. This tax-withholding disposition is not an open-market sale, but rather a routine mechanism to satisfy taxes triggered by the RSU exercise event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 05:54 PM EDT Learn about SEC filing dates

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
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^*

Bovenschen Orville

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President of Canadian Cannabis

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	04/01/2026		M		15,547	A	(1)	15,547	D
Common Shares	04/01/2026		F		4,118	D	$2.84	11,429	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 Share Units	(1)	04/01/2026		M			15,547	(1)	(2)	Common Shares	15,547	(1)	36,276	D

Explanation of Responses:

1. 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.

2. 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.

	/s/Stephen C. Ruffini, Attorney-in-Fact	04/02/2026
	** 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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* Form 4: SEC 1474 (03-26)