McLernon John R. 4

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.