| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/09/2026 |
3. Issuer Name and Ticker or Trading Symbol
Village Farms International, Inc. [ VFF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 25,619 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Share Units(1) | (2) | (3) | Common Shares | 20,730 | (4) | D | |
| Restricted Share Units(1) | (5) | (6) | Common Shares | 3,454 | (4) | D | |
| Restricted Share Units(1) | (7) | (3) | Common Shares | 13,650 | (4) | D | |
| Restricted Share Units(1) | (8) | (3) | Common Shares | 28,620 | (4) | D | |
| Options | (9) | 03/08/2033 | Common Shares | 6,667 | $0.98 | D | |
| Options | (10) | 05/07/2029 | Common Shares | 66,667 | $1.33 | D | |
| Options | (11) | 09/10/2031 | Common Shares | 100,000 | $2.97 | D | |
| Explanation of Responses: |
| 1. Restricted Share Units ("RSUs") are time and/or performance-based rights to receive common shares of Village Farms International, Inc. ("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. |
| 2. One-third (1/3) of the issued RSUs vest on each of the first 3 anniversaries of the date of the grant. These RSUs were part of a grant made on April 1, 2025 and as of the date hereof, one-third of the original grant became vested and 20,730 RSUs remain unvested. |
| 3. The RSUs do not have a stated expiration date. |
| 4. RSUs do not require payment of a conversion or exercise price. |
| 5. These RSUs are performance based and vest on December 31, 2027 if Issuer's common share price is greater than $3.00 per common share. As of the date hereof, all RSUs are unvested. |
| 6. The RSUs that are subject to performance-based vesting criteria expire on January 1, 2028 if such performance-based vesting criteria has not been met. |
| 7. One-third (1/3) of the issued RSUs vest on each of the first 3 anniversaries of the date of the grant. These RSUs were granted on July 1, 2026 and as of the date hereof, all 13,650 RSUs remain unvested. |
| 8. One-third (1/3) of the issued RSUs vest on each of the first 3 anniversaries of the date of the grant. These RSUs were granted on September 10, 2026 and as of the date hereof, all 28,620 RSUs remain unvested. |
| 9. Stock options vest over a three-year period with one-third (1/3) of the issued options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, all 6,667 of the options are vested. |
| 10. Stock options vest over a three-year period with one-third (1/3) of the issued options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, 33,334 of the options are vested. The remainder of the options will vest on May 7, 2027. |
| 11. Stock options vest over a three-year period with one-third (1/3) of the issued options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, all 100,000 of the options are unvested. The options will vest in equal thirds on September 10, 2027, September 10, 2028 and September 10, 2029. |
| /s/Stephen C. Ruffini, Attorney-in-Fact | 09/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||