What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-10 · 163 added, 322 removed, 382 unchanged (56% of the section changed)

3 unchanged sentences

(In thousands of United States dollars, except share data)

September 30, 2025

March 31, 2026

December 31, 2025

6 unchanged sentences

Prepaid expenses and deposits

Current assets of discontinued operations

Total current assets

4 unchanged sentences

Right-of-use assets

Non-current assets of discontinued operations

Current liabilities

Line of credit

Trade payables

1 unchanged sentence

Accrued sales taxes

Accrued loyalty program

Accrued liabilities

2 unchanged sentences

Other current liabilities

Current liabilities of discontinued operations

Total current liabilities

4 unchanged sentences

Other non-current liabilities

Non-current liabilities of discontinued operations

Total liabilities

3 unchanged sentences

Common stock, no par value per share - unlimited shares authorized;

114,970,100 shares issued and outstanding at September 30, 2025 and 112,337,049 shares issued and outstanding at December 31, 2024.

114,048,023 shares issued and outstanding at March 31, 2026 and 115,722,312 shares issued and outstanding at December 31, 2025.

Additional paid in capital

7 unchanged sentences

(In thousands of United States dollars, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Cost of sales

4 unchanged sentences

Other (loss) income

Goodwill and intangible asset impairments

Income (loss) before taxes and equity method investment income

2 unchanged sentences

Income (loss) from continuing operations

(Loss) Income from discontinued operations, net of tax

Loss from discontinued operations, net of tax

Income (loss) including non-controlling interests

net (income) loss attributable to non-controlling interests, net of tax

net loss attributable to non-controlling interests, net of tax

Net income (loss) attributable to Village Farms International, Inc.

14 unchanged sentences

Foreign currency translation adjustment

Comprehensive income (loss) including non-controlling interests

Comprehensive (income) loss attributable to non-controlling interests

Comprehensive income (loss) attributable to Village Farms International, Inc.

Comprehensive loss including non-controlling interests

Comprehensive loss attributable to non-controlling interests

Comprehensive loss attributable to Village Farms International, Inc.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands of United States dollars, except for shares outstanding)

Three Months Ended September 30, 2025

Number of Common

Shares (in thousands)

Additional Paid in Capital

Accumulated Other Comprehensive Loss

Retained Earnings

Total Shareholders’

Mezzanine Equity

Balance July 1, 2025

Share-based compensation

Shares issued on exercise of warrants

Shares issued on exercise of options

Cumulative translation adjustment

Balance at September 30, 2025

Three Months Ended September 30, 2024

Number of Common

Shares (in thousands)

Additional Paid in Capital

Accumulated Other

Comprehensive (Loss) income

Retained Earnings

Non-controlling Interest

Total Shareholders’

Mezzanine Equity

Balance at July 1, 2024

Share-based compensation

Acquisition of redeemable non-controlling interest

Cumulative translation adjustment

Net (loss) income

Balance at September 30, 2024

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Number of Common

6 unchanged sentences

Balance January 1, 2026

Shares Repurchased

Share-based compensation

3 unchanged sentences

Net income (loss)

Balance at September 30, 2025

Nine Months Ended September 30, 2024

Balance at March 31, 2026

Three Months Ended March 31, 2025

Number of Common

3 unchanged sentences

Retained Earnings

Non-controlling Interest

Total Shareholders’

2 unchanged sentences

Share-based compensation

Acquisition of redeemable non-controlling interest

Acquisition of non-controlling interest

Cumulative translation adjustment

Net (loss) income

Balance at September 30, 2024

Balance at March 31, 2025

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands of United States dollars)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows provided by (used in) operating activities:

Income (loss) from continuing operations including non-controlling interests

Adjustments to reconcile net loss attributable to Village Farms International, Inc.

shareholders to net cash provided by (used in) operating activities of continuing operations:

Adjustments to reconcile net income (loss) attributable to Village Farms International, Inc.

shareholders to net cash used in operating activities of continuing operations:

Depreciation and amortization

3 unchanged sentences

Unrealized foreign exchange (gain) loss

Goodwill and intangible asset impairments

Loss on disposal of assets

Non-cash lease expense

2 unchanged sentences

Changes in non-cash working capital items

Net cash provided by operating activities from continuing operations

Net cash used in operating activities from continuing operations

Cash flows used in investing activities:

Purchases of property, plant and equipment

Purchases of intangibles

Other investing activities

Net cash used in investing activities from continuing operations

Cash flows (used in) provided by financing activities:

Proceeds from borrowings

Repayments on borrowings

Purchase of non-controlling interest

Share repurchases

Proceeds from exercise of warrants and options

3 unchanged sentences

Net cash (used in) provided by operating activities from discontinued operations

Net cash provided by (used in) investing activities from discontinued operations

Net cash used in financing activities from discontinued operations

Net cash flows provided by discontinued operations

Net cash (used in) provided by investing activities from discontinued operations

Net cash (used in) provided by financing activities from discontinued operations

Net cash flows used in discontinued operations

Effect of exchange rate changes on cash and cash equivalents

10 unchanged sentences

(“VFF” and, together with its subsidiaries, the “Company”, “we”, “us”, or “our”) is a corporation existing under the Ontario Business Corporations Act.

VFF’s principal operating subsidiaries as of September 30, 2025 were Pure Sunfarms Corp.

(“Pure Sunfarms”), Balanced Health Botanicals, LLC (“Balanced Health”), Leli Holland B.V.

(“Leli”), Village Farms Canada Limited Partnership ("VFCLP"), Village Farms, L.P., and VF Clean Energy, Inc.

VFF’s principal operating subsidiaries as of March 31, 2026 were Pure Sunfarms Corp.

(“Pure Sunfarms”), Balanced Health Botanicals, LLC (“Balanced Health”), Village Farms International, B.V.

(“VFN”), Village Farms Canada Limited Partnership ("VFCLP"), Village Farms, L.P., and VF Clean Energy, Inc.

VFF also owns an 80 % interest in Rose LifeScience Inc.

2 unchanged sentences

The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VFF”.

VFF's wholly ow ned subsidiary, Pure Sunfarms, is a vertically integrated licensed producer and supplier of cannabis products sold to customers throughout Canada and internationally.

VFF's wholly owned subsidiary, Pure Sunfarms, is a vertically integrated licensed producer and supplier of cannabis products sold to customers throughout Canada and internationally.

Through its 80 % ownership interest of Rose, the Company has a substantial presence in the Province of Quebec as a cannabis supplier, producer and commercialization expert.

The Company’s wholly owned subsidiary, Balanced Health, develops and sells high quality, cannabidiol (“CBD”) based products including ingestible, edible and topical applications within the U.S.

Its wholly owned subsidiary, Leli, is a vertically integrated licensed producer and supplier of cannabis products sold to coffee shops in the Netherlands.

VFF owns and operates sophisticated, highly intensive agricultural greenhouse facilities in British Columbia, where it produces premium-quality tomatoes.

Its wholly owned subsidiary, VFN, is a vertically integrated licensed producer and supplier of cannabis products sold to coffee shops in the Netherlands.

VFF also owns and operates a sophisticated, highly intensive agricultural greenhouse facility in British Columbia, where it produces premium-quality tomatoes.

Basis of Presentation

9 unchanged sentences

The Company believes that the disclosures made in these condensed consolidated financial statements are adequate to make the information not misleading.

As of September 30, 2025, the Company determined that certain assets that had been disposed of met the criteria for discontinued operations presentation.

For all periods presented, the operating results associated with the assets disposed of have been reclassified into net income (loss) from discontinued operations, net of income taxes, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The associated assets and liabilities have been reflected as current and long-term assets and liabilities of discontinued operations in the Condensed Consolidated Statements of Financial Position, and the cash flows from the Company’s discontinued operations are presented in the Condensed Consolidated Statements of Cash Flows for all periods presented.

As of May 30, 2025, the Company determined that certain assets that had been disposed of met the criteria for discontinued operations presentation.

For the three month period ended March 31, 2025, the operating results associated with the assets disposed of have been reclassified into net income (loss) from discontinued operations, net of income taxes, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and the cash flows from the Company’s discontinued operations are presented in the Condensed Consolidated Statements of Cash Flows for all periods presented.

Certain prior period balances related to the Company's reportable segments and discontinued operations have been reclassified to conform to the current presentation in the financial statements and accompanying notes.

6 unchanged sentences

Other parties’ interests in entities that the Company consolidates are reported as non-controlling interests within equity, except for mandatorily redeemable non-controlling interests, which are recorded within mezzanine equity.

Net income or loss attributable to non-controlling interests is reported as a separate line item below net

Net income or loss attributable to non-controlling interests is reported as a separate line item below net income or loss.

The Company applies the equity method of accounting for its investments in entities for which it does not have a controlling financial interest, but over which it has the ability to exert significant influence.

Translations of Foreign Currencies

VILLAGE FARMS INTERNATIONAL, INC.

1 unchanged sentence

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

income or loss.

Revision of Prior-Period Condensed Consolidated Financial Statements

In connection with the preparation of our 2024 consolidated financial statements, the Company identified an immaterial misstatement in its estimate of its deferred tax asset valuation allowance as of Decembe r 31, 2023.

As a result, we recorded a decrease to deferred tax assets as of December 31, 2023 and increase in income tax expense for the year ended December 31, 2023 for $ 3,000 , which decreased total assets and retained earnings as of December 31, 2023 and increased our net loss for the year ended December 31, 2023 by $ 3,000 , reflecting the correction of this item.

Ou r revision had no impact to the Company’s consolidated statement of cash flows.

Additionally, our revision had no impact to the Company’s segment profit measures, compliance with debt covenants, or performance metrics used in the calculation of executive compensation as the impacted line items are excluded from these calculations.

We evaluated the materiality of the impact quantitatively and qualitatively and concluded it was not material to any of the prior periods.

Translations of Foreign Currencies

The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S.

10 unchanged sentences

The exchange rates used to translate from Canadian dollars to U.S dollars are shown below:

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

December 31, 2025

Three-month period ended

Nine-month period ended

General Economic, Regulatory and Market Conditions

3 unchanged sentences

No accounting pronouncements recently issued or newly effective have had, or are expected to have, a material impact on the Company’s Condensed Consolidated Financial Statements.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Inventories consisted of the following as of:

Classification

September 30, 2025

March 31, 2026

December 31, 2025

3 unchanged sentences

Crop inventory

The Company’s produce and cannabis revenue transactions consist of a single performance obligation to transfer promised goods at a fixed price.

The Company’s revenue transactions consist of a single performance obligation to transfer promised goods at a fixed price.

Quantities to be delivered to the customer are determined at a point near the date of delivery through purchase orders received from the customer.

4 unchanged sentences

The following tables disaggregate the Company’s net revenues from continuing operations by major source.

For the Three Months Ended September 30,

Classification

September 30, 2025

September 30, 2024

International

Netherlands Cannabis

Total Revenue

For the Nine Months Ended September 30,

Classification

September 30, 2025

September 30, 2024

International

Netherlands Cannabis

Total Revenue

(1) Branded revenues are shown net of excise tax on products.

Excise tax on products was $ 15,712 and $ 17,674 for the three months ended September 30, 2025 and 2024, respe ctively and $ 44,476 and $ 57,193 for the nine months ended September 30, 2025 and 2024 , respectively.

VILLAGE FARMS INTERNATIONAL, INC.

1 unchanged sentence

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

For the Three Months Ended March 31,

Classification

March 31, 2026

March 31, 2025

Canadian Branded (1)

Canadian Non-Branded

International Exports

Netherlands Branded

Total Cannabis

Total Revenue

(1) Canadian Branded revenues are shown net of excise tax on products.

Excise tax on products was $ 15,903 and $ 13,947 for the three months ended March 31, 2026 and 2025, respe ctively.

PROPERTY, PLANT AND EQUIPMENT

1 unchanged sentence

Classification

September 30, 2025

March 31, 2026

December 31, 2025

4 unchanged sentences

Property, plant and equipment, net

Depreciation expense on property, plant and equipment, was $ 3,349 and $ 3,829 for the three months ended September 30, 2025 and 2024, respectively, and $ 10,128 and $ 10,535 for the nine months ended September 30, 2025 and 2024, respectively.

Capitalized interest was $ 0 and $ 260 for the three months ended September 30, 2025 and 2024, respectively, and $ 188 and $ 825 for the nine months ended September 30, 2025 and 2024 , respectively.

Depreciation expense on property, plant and equipment, was $ 3,494 and $ 3,645 for the three months ended March 31, 2026 and 2025, respectively.

Capitalized interest was $ 0 and $ 260 for the three months ended March 31, 2026 and 2025 .

GOODWILL AND INTANGIBLE ASSETS

The following table presents the changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2025:

Cannabis - Canada

The following table presents the changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2026:

Balance as of December 31, 2025

Foreign currency translation adjustment

Balance as of September 30, 2025

Balance as of March 31, 2026

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Intangible Assets

1 unchanged sentence

Classification

September 30, 2025

March 31, 2026

December 31, 2025

5 unchanged sentences

* Includes indefinite-lived intangible assets

The expected future amortization expense for definite-lived intangible assets as of September 30, 2025 was as follows:

The expected future amortization expense for definite-lived intangible assets as of March 31, 2026 was as follows:

Fiscal period

1 unchanged sentence

Intangibles, net

Amortization expense was $ 813 and $ 749 for the three months ended September 30, 2025 and 2024, respectively, and $ 2,444 and $ 2,399 for the nine months ended September 30, 2025 and 2024, respectively.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Amortization expense was $ 809 and $ 794 for the three months ended March 31, 2026 and 2025, respectively.

Assessment for Indicators of Impairment

1 unchanged sentence

The Company considers external and internal factors, including overall financial performance and relevant entity-specific factors, as part of this assessment.

During the nine months ended September 30, 2025 and 2024, the Company considered qualitative factors in assessing for impairment indicators for the Company’s U.S.

and Canadian Cannabis segments.

At September 30, 2025, the Company concluded that no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts.

Cannabis - U.S.

At June 30, 2024 , when the Company considered qualitative factors in assessing impairment indicators it concluded that the Company's U.S.

- Cannabis segment more likely than not was impaired.

The Company reviewed the reporting segment's assets, including goodwill and intangible assets.

Based on recent historical performance during the quarter which underperformed relative to budget, a revised June 30, 2024 forecast which showed a shortfall compared to the March 31, 2024 forecast, the new restrictions on CBD sales in an additional eight states at July 1, 2024, and the proliferation of unregulated hemp-derived products on the market which continues to challenge market share for the CBD industry, the Company concluded that as of June 30, 2024, the fair value of the brand intangible asset and goodwill was fully impaired and an impairment charge to intangibles of $ 1,900 and goodwill of $ 10,039 was recorded to the U.S.

Cannabis reporting unit.

Cannabis - U.S.

At June 30, 2024, the fair value of the reporting unit was determined based on a discounted cash flow projection using projections for 2024 to 2028 with an average revenue growth rate of 6 % between 2025 to 2028 , followed by a terminal growth rate of 2 %.

Management concluded that as of June 30, 2024, the fair value was lower than its carrying amount and as a result, an impairment charge to goodwill of $ 10,039 was recorded to the reporting unit.

The significant assumptions applied to the determination of the fair value are described below:

Post-tax discount rate:

A market participant post-tax discount rate applied to the after-tax forecast cash flows was 12 %.

A decrease of 1 % to the discount rate, would not result in a material change to the impairment charge.

Terminal growth rate:

An increase of 1 % in the terminal growth rate would not result in a material change to the impairment charge.

Future cash flows:

An increase in future cash flows by 10 % would not result in a material change to the impairment charge.

Cannabis – U.S.

At June 30, 2024, the fair value of the brand was determined based on a discounted cash flow projection.

Specifically, the Company utilized a relief from royalty valuation technique to arrive at the fair value of the brand.

Management concluded that as of June 30, 2024, the fair value was lower than its carrying value of $ 1,900 as the notional brand maintenance costs exceeded the incremental royalty of 3.5 %.

Therefore, an impairment charge to the brand intangible of $ 1,900 was allocated to the reporting unit.

Cannabis - Canada

At September 30, 2024, when the Company considered qualitative factors in assessing impairment indicators for Canadian Cannabis it concluded that as of September 30, 2024, no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

During the three months ended March 31, 2026 and 2025, the Company considered qualitative factors in assessing for impairment indicators for the Canadian Cannabis reporting unit.

At March 31, 2026 and March 31, 2025 , the Company concluded that no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting unit to be below its carrying amounts.

LINE OF CREDIT AND LONG-TERM DEBT

The following table provides details for the carrying values of debt as of:

September 30, 2025

March 31, 2026

December 31, 2025

Term Loan - (“FCC Term Loan”) - repayable by monthly principal payments of $ 164 and accrued interest at Secured Overnight Financing Rate (“SOFR” ) plus an applicable margin per annum ( 7.87 % at September 30, 2025);

matures May 3, 2027

Term loan - ("Pure Sunfarms Term Loan Facility") - C$ 27.4 M - repayable by quarterly principal payments of C$ 1.0 million and accrued interest at Canadian prime interest or Canadian Overnight Repo Rate Average ("CORRA" ) plus an applicable margin ( 5.28 % at September 30, 2025), matures February 7, 2028 .

Term Loan - ("Pure Sunfarms Non-Revolving Facility") - C$ 19.0 M - Canadian prime interest rate plus an applicable margin , repayable in quarterly payments equal to 2.50 % of the outstanding principal amount, matures February 7, 2026 .

Terminated on April 17, 2025 and replaced with the "Pure Sunfarms Secured Credit Facilities"

Term loan - ("Pure Sunfarms Term Loan") - C$ 25.0 M - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50 % of the outstanding principal amount, matures February 7, 2026 .

Terminated on April 17, 2025 and replaced with the "Pure Sunfarms Secured Credit Facilities"

Term Loan - (Pure Sunfarms "BDC Facility") - non-revolving demand loan repayable by monthly principal payments of C$ 52 and accrued interest at Canadian prime interest rate plus an applicable margin, matures December 31, 2031 .

Terminated on April 17, 2025 and replaced with the "Pure Sunfarms Secured Credit Facilities"

matures February 3, 2031

Term loan - ("Pure Sunfarms Term Loan Facility") - C$ 27.4 M - repayable by quarterly principal payments of C$ 1.0 million and accrued interest at Canadian prime interest or Canadian Overnight Repo Rate Average ("CORRA" ) plus an applicable margin ( 4.84 % at March 31, 2026), matures February 7, 2029 .

Less current maturities

Total long-term debt

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

As collateral for the FCC Term Loan, the Company has provided promissory notes and a first priority security interest over its accounts receivable and inventory.

In addition, the Company has granted full recourse guarantees and security therein.

The carrying value of the assets and securities pledged as collateral for the FCC Term Loan as of September 30, 2025 and December 31, 2024 was $ 98,423 and $ 101,068 , respectively.

The carrying value of the assets and securities pledged as collateral for the FCC Term Loan as of March 31, 2026 and December 31, 2025 was $ 66,682 and $ 84,653 , respectively.

On April 10, 2025, the Company entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Farm Credit Canada (“FCC”) as the lender, which amended and restated the terms of the FCC Term Loan.

1 unchanged sentence

as a new guarantor, and (iii) provides more favorable financial covenants.

On April 17, 2025, the Company entered into a secured credit facility with a Canadian chartered bank as administrative agent with an aggregate borrowing capacity of C$ 37.4 million, consisting of a maximum C$ 10.0 million revolving credit facility (the "Pure Sunfarms Revolving Credit Facility"), and a C$ 27.4 million term loan facility (the "Pure Sunfarms Term Loan Facility", and collectively with the Pure Sunfarms Revolving Credit Facility, the "Pure Sunfarms Secured Credit Facilities").

On March 30, 2026, the Company extended the maturity date of the FCC Term Loan to February 3, 2031 and reduced the applicable margin on the annual interest rate by 50 basis points.

The Company has a secured credit facility with a Canadian chartered bank as administrative agent with an aggregate borrowing capacity of C$ 37.4 million, consisting of a maximum C$ 10.0 million revolving credit facility (the "Pure Sunfarms Revolving Credit Facility"), and a C$ 27.4 million term loan facility (the "Pure Sunfarms Term Loan Facility", and collectively with the Pure Sunfarms Revolving Credit Facility, the "Pure Sunfarms Secured Credit Facilities").

The Pure Sunfarms Secured Credit Facilities are secured by the Delta 2 and Delta 3 greenhouse facilities.

The Pure Sunfarms Secured Credit Facilities were used to replace, and repay remaining outstanding balances on, the Company's (i) Pure Sunfarms Term Loan, (ii) the Pure Sunfarms Non-Revolving Facility, (iii) the BDC Facility, and (iv) the PSF Revolving Line of Credit.

The credit and guarantee agreements related to the Pure Sunfarms Loan, the Pure Sunfarms Non-Revolving Credit Facility, the BDC Facility, and the PSF Revolving Line of Credit were terminated.

The outstanding amount of the Pure Sunfarms Term Loan Facility will be repayable , on a quarterly basis, in an amount equal to C$ 1.0 million.

Any amount remaining unpaid will be due and payable in full on the maturity date, which is on February 7, 2028 .

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

On February 20, 2026, the Company amended and extended its Pure Sunfarms Secured Credit Facility, which increased loan commitments with existing lenders by C$ 15 million and extending maturities one year to February 20 29 .

The incremental debt financing comes in the form of a delayed draw term loan, from which the Company drew an initial CAD $ 5 million on February 20, 2026.

All other terms of the credit facility loans remain unchanged.

The loans under the Pure Sunfarms Secured Credit Facilities will accrue interest at a rate equal to, at the company's option, (a) the Canadian Prime Rate plus the applicable margin, or (b) the Canadian Overnight Repo Rate Average plus the applicable margin.

2 unchanged sentences

The Pure Sunfarms Secured Credit Facilities also contain customary covenants, customary representations and warranties, affirmative covenants, financial covenants and events of default.

The weighted average annual interest rate on short-term borrowings as of September 30, 2025 and December 31, 2024 was 6.3 % and 9.4 % , respectively.

Accrued interest payable on all long-term debt as of September 30, 2025 and December 31, 2024 was $ 183 and $ 271 , respectively, and these amounts are included in accrued liabilities in the Condensed Consolidated Statements of Financial Position.

At March 31, 2026, the Company was compliant with all of its financial covenants.

The weighted average annual interest rate on short-term borrowings as of March 31, 2026 and December 31, 2025 was 5.7 % and 8.2 % , respectively.

Accrued interest payable on all long-term debt as of March 31, 2026 and December 31, 2025 was $ 172 and $ 166 , respectively, and these amounts are included in accrued liabilities in the Condensed Consolidated Statements of Financial Position.

The aggregate annual principal maturities of long-term debt for the remainder of 2026 and thereafter are as follows:

1 unchanged sentence

DI SCONTINUED OPERATIONS AND DISPOSALS

On May 30, 2025, the Company closed on a transaction with a newly-formed holding company, Vanguard Food, LP (“Vanguard”), backed by private investment firms, to privatize certain assets and operations of its Fresh Produce segment (the "Transaction").

As part of the Transaction, the Company received $ 40 million in cash proceeds, subject to working capital adjustments, and common units representing a 37.9 % equity ownership interest in Vanguard with an estimated fair value of $ 3.5 million.

In accordance with ASC 810-10-40, the Company recognized a gain upon deconsolidation of the Produce operations, based on the fair value of consideration received and fair value of Vanguard common units, less the carrying amount of net assets disposed.

The gain on sale was recorded based on available data and management estimates as of September 30, 2025 and is subject to post-closing selling price adjustments which could result in further adjustments to the gain on sale.

The gain on sale was recorded based on available data and management estimates as of March 31, 2026 and is subject to post-closing selling price adjustments which could result in further adjustments to the gain on sale.

The following table outlines the calculation of the initial gain on sale of the Transaction:

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Cash proceeds

5 unchanged sentences

The Company concluded the Transaction met the criteria under ASC 205-20 to be classified as discontinued operations because the Transaction represented a strategic shift in the Company's business model that had a major effect on the Company’s operations and financial results.

Accordingly, the Condensed Consolidated Statements of Operations and Comprehensive Income (loss) and the Condensed Consolidated Statements of Financial Position have been adjusted for all prior periods to reflect the historical results as discontinued operations.

The Company has entered into a Transition Services Agreement with Village Fresh, a Vanguard subsidiary, to provide certain transition services for specified fees and a multi-year Sales, Marketing & Distribution Agreement with Village Fresh, which sets forth the terms, conditions, rights and obligations governing the sales, marketing and distribution by Village Fresh of all hydroponically grown tomatoes produced at VFCLP's British Columbia greenhouse growing facilities.

The price paid by Village Fresh to the Company is based on amounts paid by Village Fresh’s customers, net of a marketing fee to be received by Village Fresh.

Details of the net (loss) income from discontinued operations, net of tax, were as follows:

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Three Months Ended September 30,

Nine Months Ended September 30,

Accordingly, the Condensed Consolidated Statements of Operations and Comprehensive Income (loss) have been adjusted for the prior period to reflect the historical results as discontinued operations.

Details of the net income (loss) from discontinued operations, net of tax, were as follows for the:

Three Months Ended March 31,

Cost of sales

5 unchanged sentences

Net (loss) income from discontinued operations, net of tax

The following table summarizes the assets and liabilities of the discontinued operations:

September 30, 2025

December 31, 2024

Current assets

Trade receivables, net

Inventories, net

Other Receivables

Prepaid expenses and deposits

Total current assets of discontinued operations

Non-current assets

Property, plant and equipment, net

Right-of-use assets

Total non-current assets of discontinued operations

Total assets of discontinued operations

Current liabilities

Trade payables

Accrued liabilities

Lease liabilities - current

Total current liabilities of discontinued operations

Non-current liabilities

Lease liabilities - non-current

Total liabilities of discontinued operations

EQUITY INVESTMENTS

On May 30, 2025, the Company closed on the Transaction with Vanguard to privatize certain assets and operations of its Fresh Produce segment (Note 7).

On May 30, 2025, the Company closed on the Transaction with Vanguard (Note 7 ).

As part of the Transaction, the Company received a 37.9 % equity ownership interest in Vanguard with an estimated fair value of $ 3,530 , included in investments within the Condensed Consolidated Statements of Financial Position .

4 unchanged sentences

Each partner’s allocation of income or loss in the period is equal to the change in the amount of net equity they are legally able to claim based on a hypothetical liquidation of the entity at the end of a reporting period compared to the beginning of that period, adjusted for any capital transactions.

Based on the terms of the Vanguard LPA and related Transaction documents, we recorded income on equity method investments attributable to Vanguard of $ 0 for the three and nine months ended September 30, 2025.

Based on the terms of the Vanguard LPA and related Transaction documents, we recorded income on equity method investments attributable to Vanguard of $ 0 for three months ended March 31, 2026.

FINANCIAL INSTRUMENTS

Financial assets and liabilities are recognized on the Condensed Consolidated Statements of Financial Position at fair value in a hierarchy for those assets and liabilities measured at fair value on a recurring basis.

At March 31, 2026 and December 31, 2025, the Company’s financial instruments included cash and cash equivalents, restricted cash, trade receivables, other receivables, line of credit, trade payables, income tax payables, accrued liabilities, lease liabilities, and long-term debt.

The carrying value of cash, cash equivalents, and restricted cash, trade receivables, other receivables, trade payables, income tax payables, and accrued liabilities approximate their fair values due to the short-term maturity of these

VILLAGE FARMS INTERNATIONAL, INC.

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financial instruments.

Financial assets and liabilities are recognized on the consolidated statements of financial position at fair value in a hierarchy for those assets and liabilities measured at fair value on a recurring basis.

At September 30, 2025 and December 31, 2024, the Company’s financial instruments included cash and cash equivalents, trade receivables, line of credit, trade payables, accrued liabilities, lease liabilities, and note payables.

The carrying value of cash and cash equivalents, trade receivables, trade payables, and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.

The carrying value of line of credit, lease liabilities, and note payables approximate their fair values due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

There were no financial instruments categorized as Level 3 at September 30, 2025 and December 31, 2024 .

There were no transfers of assets or liabilities between levels during the nine months ended September 30, 2025 and 2024 .

The carrying value of line of credit, lease liabilities, and long-term debt approximate their fair values due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

There were no financial instruments categorized as Level 3 at March 31, 2026 and December 31, 2025.

There were no transfers of assets or liabilities between levels during the three months ended March 31, 2026 and 2025 .

RELATED PARTY TRANSACTIONS AND BALANCES

The Company leases its Rose office building from a Company employee who also owns a minority interest in Rose.

For the three and nine months ended September 30, 2025, the Company paid C $ 50 and C $ 164 , respectively, and for the three and nine months ended September 30, 2024 the Company paid C $ 40 and C $ 230 , respectively, to lease this office space.

One of the Company’s former employees is related to a member of the Company’s executive management team and received approximately $ - and $ 99 in salary and benefits during the three and nine months ended September 30, 2025, and $ 45 and $ 130 in salary and benefits during the three and nine months ended September 30, 2024 .

The Company has recorded a provision for income taxes of $ 4,717 and $ 8,203 for the three and nine months ended September 30, 2025, respectively, compared with a provision for income taxes of $ 94 and $ 674 for the same periods last year.

The Company leases its Rose office building from a former Company employee who also owns a minority interest in Rose.

For the three months ended March 31, 2026 and 2025, the Company paid C $ 35 and C $ 36 respectively, to lease this office space.

The price paid by Village Fresh to the Company is based on amounts paid by Village Fresh’s customers, net of a marketing fee.

Under this agreement, the Company recorded revenues of $ 108 for the three months ended March 31, 2026 and had outstanding receivables of $ 108 as of March 31, 2026 and $ 637 as of December 31, 2025.

The Company has recorded a provision for income taxes of $ 1,668 for the three months ended March 31, 2026, compared with a provision for income taxes of $ 983 for the same period last year.

The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year.

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Based on the analysis of all available evidence, both positive and negative, the Company has concluded that it does not have the ability to generate sufficient taxable income in the necessary periods to utilize the entire benefit for its deferred tax assets.

Accordingly, the Company established a valuati on allowance of $ 44,716 as of September 30, 2025 and $ 48,561 as of December 31, 2024.

Accordingly, the Company established a valuati on allowance of $ 50,039 as of March 31, 2026 and $ 47,425 as of December 31, 2025.

The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax assets may be deemed appropriate in the future.

As of September 30, 2025 , the Company’s net deferred tax assets totaled $ 719 and w ere primarily derived from a tax planning strategy to utilize a portion of its existing net operating loss carryforwards.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company analyzed the effects of the new tax legislation and determined that there is no significant impact in the current quarter.

As of March 31, 2026 , the Company’s net deferred tax assets totaled $ 611 and w ere primarily derived from a tax planning strategy to utilize a portion of its existing net operating loss carryforwards.

SEGMENT AND GEOGRAPHIC INFORMATION

The Company regularly monitors its reportable segments to determine if changes in facts and circumstances would indicate whether changes in the determination or aggregation of operating segments are necessary.

In the fourth quarter of 2024, the

During the first quarter of 2026, the Company realigned our structure toward a unified cannabis operating model, including changes and additions to our leadership team, to gain operational efficiencies and better align our resources with customer and market opportunities.

As a result of the reorganization, the Company revised its reportable segment structure to reflect how the Chief Executive Officer, as chief operating decision maker ("CODM"), manages the business, allocates resources, and assesses performance.

Therefore, the Company's operations are now organized, managed and classified into one reportable segment - Cannabis.

The Company’s remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as Other.

We have recast certain prior period amounts to conform to the way we internally manage and monitor our business.

VILLAGE FARMS INTERNATIONAL, INC.

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(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Company determined that Leli had met the quantitative threshold to be a reportable segment.

In addition, during the fourth quarter of 2024, the chief operating decision-maker (“CODM”) changed the segment profit measure from gross margin to operating income or loss.

We believe that segment operating (loss) income is a more useful measure because it allows management, analysts, investors, and other interested parties to evaluate the profitability of our business operations before the effects of certain expenses that directly arise from non-operating activities (other income/expense), financing decisions (interest), and tax strategies (income taxes).

These changes have been applied to all periods presented.

Segment reporting is prepared on the same basis that the Company’s Chief Executive Officer , who is the CODM, manages the business, makes operating decisions and assesses performance.

Management has determined that the Company operates in five reportable segments:

Cannabis-Canada, Cannabis-U.S., Cannabis - Netherlands (previously Leli), Produce, and Clean Energy.

The Cannabis-Canada segment produces and supplies cannabis products to be sold to other licensed providers and provincial governments across Canada and internationally.

The Cannabis-U.S.

segment develops and sells high-quality, CBD-based health and wellness products including ingestible, edible and topical applications across the United States.

The Cannabis - Netherlands segment produces and supplies cannabis products in the Netherlands, supplying designated coffee shops.

The Produce segment, subsequent to the Transaction, produces premium quality tomatoes.

The Clean Energy business receives a royalty representing a portion of the natural gas that is sold to one customer pursuant to its long-term contract.

The accounting policies of the segments are the same as those described in the summary of business, basis of presentation and significant accounting policies.

The Company evaluates performance for all of its reportable segments based on segment operating income (loss) from operations.

For all of its reportable segments, the CODM uses segment operating income (loss) to allocate resources (including employees, property, and financial or capital resources) for each segment, predominantly in the annual budget and forecasting process.

The CODM considers budget-to-actual variances on a monthly basis for the income (loss) when making decisions about allocating capital and personnel to the segments.

The CODM also uses segment income (loss) to assess the performance for each segment by comparing the results with one another.

Discontinued operations are no t included in the applicable reportable segments.

The Cannabis segment, which is comprised of the previously reported Canadian Cannabis, U.

Cannabis, and Cannabis - Netherlands segments, produces and supplies cannabis and CBD-based health and wellness products to be sold to consumers via provincial governments, coffee shops, licensed providers, and direct to consumers in the United States.

Other is comprised of the previously reported Produce and Clean Energy segments and includes operations that are not reported in the Company’s Cannabis segment.

Corporate expenses reflect the operations costs that are not allocated to the Company's operating units.

The accounting policies of the Cannabis segment are the same as those described in the summary of business, basis of presentation and significant accounting policies.

The Company evaluates segment performance based on segment operating income (loss).

The CODM uses segment operating income (loss) to allocate resources (including employees, property, and financial or capital resources), predominantly in the annual budget and forecasting process.

The CODM considers budget-to-actual variances and current-to-prior year variances on a monthly basis for the operating income (loss) when making decisions about allocating capital and personnel to the Cannabis segment.

Discontinued operations are no t included in the applicable reportable segment.

The following tables reflect the reconciliation of segment revenue and significant segment expenses from continuing operations recon ciled to the consolidated income (loss) from continuing operations before income taxes and equity method investments:

For the Three Months Ended September 30, 2025

Cannabis Canada

Cannabis U.S.

Cannabis Netherlands

For the Three Months Ended March 31, 2026

Segment Totals

Sales to external customers

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Segment operating income (loss)

Reconciliation of segment operating income (loss) to income from continuing operations before taxes and income from equity method investments (1)

Reconciliation of segment operating income to income from continuing operations before taxes and income from equity method investments (1)

Other expense, net (2)

Other corporate expenses (3)

Income from continuing operations before taxes and income from equity method investments

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

For the Three Months Ended September 30, 2024

Cannabis Canada

Cannabis U.S.

Cannabis Netherlands

For the Three Months Ended March 31, 2025

Segment Totals

Sales to external customers

2 unchanged sentences

Segment operating income (loss)

Reconciliation of segment operating income (loss) to loss from continuing operations before taxes and income from equity method investments (1)

Other income, net (2)

Goodwill and intangible asset impairments

Other corporate expenses (3)

Loss from continuing operations before taxes and income from equity method investments

For the Nine Months Ended September 30, 2025

Cannabis Canada

Cannabis U.S.

Cannabis Netherlands

Sales to external customers

Cost of sales

Selling, general and administrative expenses

Segment operating (loss) income

Reconciliation of segment operating income (loss) to income from continuing operations before taxes and income from equity method investments (1)

Other income, net (2)

Other corporate expenses (3)

Income from continuing operations before taxes and income from equity method investments

For the Nine Months Ended September 30, 2024

Cannabis Canada

Cannabis U.S.

Cannabis Netherlands

Sales to external customers

Cost of sales

Selling, general and administrative expenses

Segment operating (loss) income

Reconciliation of segment operating income (loss) to loss from continuing operations before taxes and income from equity method investments (1)

Reconciliation of segment operating income to loss from continuing operations before taxes and income from equity method investments (1)

Other expense, net (2)

Goodwill and intangible asset impairments

Other corporate expenses (3)

Loss from continuing operations before taxes and income from equity method investments

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) Other income (expense), net is comprised of Interest expense, interest income, foreign exchange (loss) gain, other income (expense).

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(In thousands of United States dollars, except per share amounts, unless otherwise noted)

(4) Beginning May 31, 2025, as set forth in the Sales, Marketing & Distribution Agreement, the Company entered into a multi-year supply agreement with Village Fresh to provide them with all of the produce from our Delta greenhouses, as such, Village Fresh is the produce segment's sole customer.

The following tables summarize our interest income, interest expense, depreciation and amortization, other significant noncash items, and expenditures for capital assets by reportable segment:

For the Nine Months Ended September 30, 2025

Cannabis Canada

Cannabis U.S.

Cannabis Netherlands

For the Three Months Ended March 31, 2026

Segment Totals

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Expenditures for segment assets

For the Nine Months Ended September 30, 2024

Cannabis Canada

Cannabis U.S.

Cannabis Netherlands

For the Three Months Ended March 31, 2025

Segment Totals

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The following tables summarize our total assets by reportable segment:

September 30, 2025

March 31, 2026

December 31, 2025

Cannabis - Canada

Cannabis - United States

Cannabis - Netherlands

Total assets for reportable segments

Total assets for reportable segment

Consolidated total assets from continuing operations

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The following tables summarizes our assets by geographic location:

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Total assets from continuing operations

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Long-lived assets from continuing operations

September 30, 2025

March 31, 2026

December 31, 2025

United States

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

INCOME (LOSS) PER SHARE

Basic and diluted net income (loss) per common share is calculated as follows:

Three months ended September 30,

Nine Months Ended September 30,

Three months ended March 31,

Net income (loss) attributable to Village Farms International, Inc.

shareholders from continuing operations

(Loss) income from discontinued operations, net of tax

Loss from discontinued operations, net of tax

Weighted average number of common shares - basic

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Diluted income (loss) per share attributable to Village Farms International, Inc.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Share-based compensation

Share-based compensation expense was $ 1,014 and $ 1,282 for the three and nine months ended September 30, 2025 , respectively, and $ 875 and $ 3,476 for the three and nine months ended September 30, 2024, respectively.

Stock option activity for the nine months ended September 30, 2025 was as follows:

Share-based compensation expense was $ 376 and $ 145 for the three months ended March 31, 2026 and March 31, 2025, respectively.

Stock option activity for the three months ended March 31, 2026 was as follows:

Exercise Price

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Forfeited/expired

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Restricted shares activity for the nine months ended September 30, 2025 was as follows:

Outstanding at March 31, 2026

Exercisable at March 31, 2026

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Restricted shares activity for the three months ended March 31, 2026 was as follows:

Restricted Stock Grants

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Vested and issued

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Share buyback program

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Such purchases may be made on the open market, in private transactions and/or pursuant to purchase plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

As of September 30, 2025, there have been no shares purchased since the authorization of the share buyback program.

Warrant activity for the nine months ended September 30, 2025 was as follows:

The Company is not obligated to repurchase any specific number of shares, and the timing and actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, general economic, business and market conditions, and alternative investment opportunities.

The Company may discontinue any repurchases of its common stock at any time without prior notice.

During the three months ended March 31, 2026, the Company repurchased 2,064,626 shares for an aggregate amount of $ 6,368 (excluding the 2 % Canadian excise tax on stock repurchases).

As of March 31, 2026 , $ 661 remains available for repurchases.

Shares repurchased by the Company are accounted for when the transaction is settled.

As of March 31, 2026, there were 149,229 unsettled share repurchases.

Direct costs incurred to acquire the shares are included in the total cost of the shares.

Warrant activity for the three months ended March 31, 2026 was as follows:

Shares Underlying the Warrants

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Outstanding at December 31, 2025

Outstanding at September 30, 2025

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Outstanding at March 31, 2026

CHANGES IN NON-CASH WORKING CAPITAL ITEMS AND SUPPLEMENTAL CASH FLOW INFORMATION

Nine Months Ended September 30,

Three Months Ended March 31,

Trade receivables

4 unchanged sentences

Accrued liabilities

Taxes payable

Other assets, net of other liabilities

The Company paid income taxes of $ 27 and $ 0 for the nine months ended September 30, 2025 and 2024, respectively.

The Company paid interest expense of $ 2,215 and $ 3,128 for the nine months ended September 30, 2025 and 2024 , respectively.

The Company paid income taxes of $ 15,054 and $ 0 for the three months ended March 31, 2026 and 2025 , respectively.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the condensed consolidated financial statements were available to be issued.

On April 23, 2026, President Trump issued an executive order to (1) immediately place both FDA-approved products containing marijuana and marijuana products regulated by a state medical marijuana license in Schedule III of the Controlled Substances Act, and (2) initiate an expedited administrative hearing process to consider the broader rescheduling of marijuana from Schedule I to Schedule III, which is expected to commence on June 29, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements