Village Farms (VFF) cannabis president exercises RSUs, covers taxes in shares
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.
Positive
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Negative
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Insider Trade Summary
Net Buyer: 11,429 shares
Net Buy
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 shares (Direct);
Common Shares — 11,429 shares (Direct)
Footnotes (2)
- 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. 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
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"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.