McLernon John R. 4
4 · Village Farms International, Inc. · Filed Jul 10, 2026
Research Summary
AI-generated summary of this filing
Village Farms (VFF) Director John McLernon Receives 75,757 Shares (Vested)
What Happened
John R. McLernon, a director of Village Farms International, had 75,757 restricted shares vest and convert into common shares on July 9, 2026. The shares did not require an exercise price (restricted stock). The issuer withheld 15,151 shares to satisfy tax withholding obligations at $1.99 per share (≈ $30,150), leaving a net addition of 60,606 common shares to his holdings. The Form 4 was filed on July 10, 2026 (timely).
Key Details
- Transaction date: July 9, 2026 (reported July 10, 2026).
- Vesting/conversion: 75,757 restricted shares converted to common shares (transaction code M).
- Tax withholding: 15,151 shares withheld (transaction code F) at $1.99/share = $30,150; no shares sold on market.
- Net shares retained by insider: 75,757 − 15,151 = 60,606 shares.
- Footnotes: Restricted Stock granted under the issuer’s share-based compensation plan (F7); award granted July 9, 2025 and vested/converted July 9, 2026 (F8). Some shares are held through McLernon Holdings Ltd., retirement accounts, TFSA/TSFA, and spouse-held accounts (F1–F6).
- Filing timeliness: Report appears timely (transaction reported the next day).
Context
This was a time-based restricted stock vesting and conversion, not an open-market purchase or sale. The withholding of shares for taxes is a routine administrative step (not a market sale). The vesting increases McLernon’s beneficial ownership (net ~60.6k shares), which investors may view as management retaining stock rather than selling it immediately.
Insider Transaction Report
- Exercise/Conversion
Common Shares
2026-07-09+75,757→ 231,399 total - Tax Payment
Common Shares
[F2]2026-07-09$1.99/sh−15,151$30,150→ 216,248 total - Exercise/Conversion
Restricted Stock
[F7][F8]2026-07-09−75,757→ 0 totalFrom: 2026-07-09→ Common Shares (75,757 underlying)
- 30,000(indirect: See Footnote)
Common Shares
[F1] - 23,500(indirect: See Footnote)
Common Shares
[F3] - 15,800(indirect: See Footnote)
Common Shares
[F4] - 500(indirect: See Footnote)
Common Shares
[F5] - 14,300(indirect: See Footnote)
Common Shares
[F6]
Footnotes (8)
- [F1]These common shares are held through McLernon Holdings Ltd. Mr. McLernon and his spouse are the shareholders of McLernon Holdings Ltd. and may be deemed the beneficial owners of the common shares held by it.
- [F2]Common shares withheld by Village Farms International, Inc (the "Issuer") to satisfy tax withholding requirements on vesting of Restricted Stock (as defined below). No common shares were sold.
- [F3]These common shares are held through a Retirement Income Fund.
- [F4]These common shares are held through a Tax Free Savings Account ("TFSA").
- [F5]These common shares are held through Mr. McLernon's spouse.
- [F6]These common shares are held through a TSFA for Mr. McLernon's spouse.
- [F7]Restricted stock are time-based grants of common shares ("Restricted Stock") of Issuer granted pursuant to the Issuer's Share-based Compensation Plan, as described in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2026. The Restricted Stock does not require payment of a conversion or exercise price.
- [F8]This Restricted Stock award was granted on July 9, 2025 and vested entirely on July 9, 2026, and in accordance with the terms therewith, automatically converted into common shares as reported herein.