Ruffini Stephen C 4

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.