DEGIGLIO MICHAEL A 4
4 · Village Farms International, Inc. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
Village Farms (VFF) CEO Michael DeGiglio Vests RSUs, Withholds Shares
What Happened
Michael A. DeGiglio, CEO of Village Farms International (VFF), had 51,968 restricted share units (RSUs) convert/vest on April 1, 2026 (reported on Form 4 filed 2026-04-02). Of those vested shares, 12,654 were surrendered/withheld to cover tax withholding at an indicated price of $2.84 per share (total ~$35,937). The conversion represents the 30% anniversary vesting of a 173,225 RSU grant awarded on April 1, 2025. RSUs do not require an exercise price; the net shares retained from this vesting are 39,314 (51,968 − 12,654).
Key Details
- Transaction dates: April 1, 2026 (conversion/vesting and withholding); Form 4 filed April 2, 2026.
- Shares involved: 51,968 RSUs vested/converted; 12,654 shares withheld for taxes at $2.84 each (tax withholding value reported as $35,937). Net shares from this vesting: 39,314.
- Grant background: 173,225 RSUs granted April 1, 2025 (time- and performance-based). 30% vests on each anniversary; remaining 10% vests Dec 31, 2027 if share price > $3.00.
- Footnotes: RSUs vest per the issuer’s plan; performance-based portion expires Jan 1, 2028 if criteria not met.
- Filing timeliness: Form filed the day after the April 1 transactions; no late filing indicated in the provided data.
- Shares owned after transaction: total holdings after this transaction are not specified in the supplied filing data; net new shares from this vesting are 39,314.
Context
This filing documents standard RSU vesting and routine tax withholding (reported under Form 4 codes M for conversion/exercise and F for tax withholding). Withholding or surrender of shares to cover taxes is common and should not be interpreted as an open-market sale signal. The original grant is partly performance-linked, so a final 10% portion depends on meeting the price condition by year-end 2027.
Insider Transaction Report
- Exercise/Conversion
Common Shares
[F1]2026-04-01+51,968→ 9,635,095 total - Tax Payment
Common Shares
2026-04-01$2.84/sh−12,654$35,937→ 9,622,441 total - Award
Restricted Share Units
[F1][F2]2025-04-01+173,225→ 173,225 total→ Common Shares (173,225 underlying) - Exercise/Conversion
Restricted Share Units
[F1][F2]2026-04-01−51,968→ 121,257 total→ Common Shares (51,968 underlying)
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.