Ruffini Stephen C 4

4 · Village Farms International, Inc. · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

Village Farms (VFF) CFO Stephen Ruffini Receives RSU Vesting

What Happened

Stephen C. Ruffini, Chief Financial Officer of Village Farms International (VFF), had 26,781 restricted share units (RSUs) convert to common shares on April 1, 2026. Of those shares, 7,353 were surrendered to cover tax withholding at $2.84 per share (total ≈ $20,883), leaving a net receipt of 19,428 shares.
These vested shares came from an RSU award granted on April 1, 2025 for 89,271 RSUs (time- and performance-based).

Key Details

Transaction dates: Grant 2025-04-01 (89,271 RSUs). Vest/Conversion and withholding 2026-04-01. Form 4 filed 2026-04-02 (timely).
Tax withholding: 7,353 shares withheld at $2.84/share for total cash value ≈ $20,883 (transaction code F).
Conversion/exercise: 26,781 RSUs converted to common shares (transaction code M); net shares received = 19,428.
Remaining unvested RSUs from the grant: 62,490 (89,271 total − 26,781 vested).
Footnotes: RSUs are time- and performance-based (30% vests each anniversary; final 10% vests only if share price > $3.00 by 12/31/2027). Performance-based RSUs expire 1/1/2028 if criteria unmet. Some holdings are reported as held through The Ruffini Family Revocable Trust and an IRA.
Filing timeliness: Report filed one business day after the vesting date (appears timely).

Context

This was a scheduled RSU vesting (award conversion), not an open-market purchase or sale. The withholding of shares to satisfy tax obligations is a common administrative step and not a market sale signal.
Transaction codes: A = award/grant, M = conversion/exercise of a derivative (RSU conversion), F = share disposition to cover tax liability.

Form 4

Period: 2025-04-01

DirectorChief Financial Officer

Transactions

Exercise/Conversion
Common Shares
[F1][F2]
2026-04-01+26,781→ 476,180 total(indirect: See footnote)
Tax Payment
Common Shares
[F2]
2026-04-01$2.84/sh−7,353$20,883→ 468,827 total(indirect: See footnote)
Award
Restricted Share Units
[F1][F4]
2025-04-01+89,271→ 89,271 total
→ Common Shares (89,271 underlying)
Exercise/Conversion
Restricted Share Units
[F1][F4]
2026-04-01−26,781→ 62,490 total
→ Common Shares (26,781 underlying)

Holdings

Footnotes (4)

[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]Held through The Ruffini Family Revocable Trust of which Mr. Ruffini is the trustee.
[F3]Held through an Individual Retirement Account.
[F4]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.

Signature

/s/Stephen C. Ruffini|2026-04-02

1 file