SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McLernon John R.

(Last)

(First)

(Middle)

C/O VILLAGE FARMS INTERNATIONAL, INC

90 COLONIAL CENTER PARKWAY, SUITE 100

(Street)

LAKE MARY

32746

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Village Farms International, Inc. [ VFF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								82,020⁽¹⁾	D
Common Shares								15,800	I	See footnote⁽²⁾
Common Shares								23,500	I	See footnote⁽³⁾
Common Shares								500	I	See footnote⁽⁴⁾
Common Shares								30,000	I	See footnote⁽⁵⁾
Common Shares								14,300	I	See footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock	⁽⁷⁾	07/09/2025		A		75,757⁽⁸⁾		07/09/2026⁽⁹⁾	⁽¹⁰⁾	Common Shares	75,757	⁽⁷⁾	75,757	D

Explanation of Responses:

1. The update to Mr. McLernon's common share holdings of Village Farms International, Inc. (the "Issuer") is the result of the vesting of the Restricted Stock (as defined below) granted to Mr. McLernon on June 28, 2024. Mr. McLernon received an additional 51,020 common shares of the Issuer as a result of such Restricted Stock vesting.

2. Held through a Tax Free Savings Account ("TFSA").

3. Held through a Retirement Income Fund.

4. Held through spouse.

5. 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.

6. Held through a TFSA for Mr. McLernon's spouse.

7. Restricted stock are performance-based grants of common shares ("Restricted Stock") of the 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. The Restriced Stock does not require payment of a conversion or exercise price.

8. Each Restricted Stock represents the right to receive at settlement, one common share of the Issuer.

9. The Restricted Stock will vest on July 9, 2026 subject to the terms and conditions of the underlying award agreements and the Issuer's Share-Based Compensation Plan.

10. The Restricted Stock will expire upon the earlier of the Reporting Person's resignation from the Issuer and July 9, 2026.

	/s/Stephen C. Ruffini, Attorney-in-Fact	07/11/2025
	** 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 4 (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).
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SEC Form 4 filed by Director Mclernon John R.