What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-11 · 242 added, 156 removed, 389 unchanged (51% of the section changed)

3 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

30 unchanged sentences

SHAREHOLDERS’ EQUITY

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

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

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

121,844,464 shares issued and outstanding at June 30, 2026 and 115,722,312 common 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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of sales

3 unchanged sentences

Foreign exchange (loss) gain

Other (loss) income

Income (loss) before taxes and equity method investment income

Other income (loss)

Income before taxes and equity method investment income

Provision for income taxes

Equity method investment income, net of tax

Income (loss) from continuing operations

Loss from discontinued operations, net of tax

Income (loss) including non-controlling interests

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

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

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

Income from continuing operations

Income from discontinued operations, net of tax

Income including non-controlling interests

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

Net income attributable to Village Farms International, Inc.

Basic income per share attributable to Village Farms International, Inc.

shareholders from:

1 unchanged sentence

Discontinued operations

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

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

Basic income per share attributable to Village Farms International, Inc.

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

shareholders from:

1 unchanged sentence

Discontinued operations

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

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

Weighted average number of common shares used

in the computation of net income (loss) per share (in thousands):

Income (loss) including non-controlling interests

Income including non-controlling interests

Other comprehensive income (loss):

1 unchanged sentence

Comprehensive loss including non-controlling interests

Comprehensive loss attributable to non-controlling interests

Comprehensive loss attributable to Village Farms International, Inc.

Comprehensive loss (income) attributable to non-controlling interests

Comprehensive income 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 March 31, 2026

Three Months Ended June 30, 2026

Number of Common

Shares (in thousands)

Common Shares

Additional Paid in Capital

Accumulated Other Comprehensive Loss

Retained Earnings

Total Shareholders’

Mezzanine Equity

Balance April 1, 2026

Net proceeds from issuance of common shares

Shares repurchased

Share-based compensation

Shares issued on vesting of restricted share awards, net of tax witholding

Shares issued on exercise of options

Acquisition of redeemable non-controlling interest

Cumulative translation adjustment

Balance at June 30, 2026

Three Months Ended June 30, 2025

Number of Common

Shares (in thousands)

Common Shares

Additional Paid in Capital

Accumulated Other

Comprehensive (Loss) income

Retained Earnings

Total Shareholders’

Mezzanine Equity

Balance at April 1, 2025

Share-based compensation

Shares issued on exercise of warrants

Cumulative translation adjustment

Net income (loss)

Balance at June 30, 2025

Six Months Ended June 30, 2026

Number of Common

Common Shares

Additional Paid in

5 unchanged sentences

Balance January 1, 2026

Net proceeds from issuance of common shares

Shares Repurchased

Share-based compensation

Shares issued on vesting of restricted share awards, net of tax witholding

Shares issued on exercise of warrants

Shares issued on exercise of options

Acquisition of redeemable non-controlling interest

Cumulative translation adjustment

Net income (loss)

Balance at March 31, 2026

Three Months Ended March 31, 2025

Balance at June 30, 2026

Six Months Ended June 30, 2025

Number of Common

Common Shares

Additional Paid in

6 unchanged sentences

Share-based compensation

Shares issued on exercise of warrants

Cumulative translation adjustment

Net (loss) income

Balance at March 31, 2025

Net income (loss)

Balance at June 30, 2025

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

2 unchanged sentences

(In thousands of United States dollars)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows provided by (used in) operating activities:

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

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

Income from continuing operations including non-controlling interests

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

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

3 unchanged sentences

Interest paid on long-term debt

Unrealized foreign exchange (gain) loss

Unrealized foreign exchange loss (gain)

Loss on disposal of assets

3 unchanged sentences

Changes in non-cash working capital items

Net cash used in operating activities from continuing operations

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

Cash flows used in investing activities:

Purchases of property, plant and equipment

Other investing activities

Net cash used in investing activities from continuing operations

Cash flows (used in) provided by financing activities:

Cash flows provided by (used in) financing activities:

Proceeds from issuance of common shares

Issuance costs

Proceeds from borrowings

1 unchanged sentence

Share repurchases

Acquisition of redeemable non-controlling interest

Proceeds from exercise of warrants and options

Other financing activities

Net cash used in financing activities from continuing operations

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

Discontinued Operations

2 unchanged sentences

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

Net cash flows used in discontinued operations

Net cash flows provided by discontinued operations

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

8 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 March 31, 2026 were Pure Sunfarms Corp.

VFF’s principal operating subsidiaries as of June 30, 2026 were Pure Sunfarms Corp.

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

2 unchanged sentences

The address of the registered office of VFF is 79 Wellington Street West, Suite 3300, Toronto, Ontario, Canada, M5K 1N2.

The address of the principal executive office of VFF is 90 Colonial Center Pkwy, Lake Mary, Florida, United States, 32746.

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

The address of the principal executive office of VFF is 90 Colonial Center Parkway, Lake Mary, Florida, United States, 32746.

The common shares of the Company (the "Common Shares") are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VFF”.

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.

15 unchanged sentences

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.

For the three and six month periods ended June 30, 2025, the operating results associated with the assets disposed of have been reclassified into income (loss) from discontinued operations, net of tax, 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.

The notes to the condensed consolidated financial statements are presented on a continuing operations basis unless otherwise noted.

22 unchanged sentences

dollars and “C$” means Canadian dollars, unless otherwise noted.

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

March 31, 2026

March 31, 2025

The exchange rates used to translate from Canadian dollars to U.S.

dollars are shown below:

June 30, 2026

June 30, 2025

December 31, 2025

Three-month period ended

Six-month period ended

General Economic, Regulatory and Market Conditions

5 unchanged sentences

Classification

March 31, 2026

June 30, 2026

December 31, 2025

13 unchanged sentences

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

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Classification

March 31, 2026

March 31, 2025

Canadian Branded (1)

4 unchanged sentences

Total Revenue

For the Six Months Ended June 30,

Classification

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.

Excise tax on pro ducts was $ 14,909 and $ 30,812 for t he three and six months ended June 30, 2026, respe ctively, and $ 14,812 and $ 28,759 for the three and six months ended June 30, 2025, respe ctively.

PROPERTY, PLANT AND EQUIPMENT

1 unchanged sentence

Classification

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

Property, plant and equipment, net

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 three months ended March 31, 2026:

Balance as of December 31, 2025

Foreign currency translation adjustment

Balance as of March 31, 2026

Depreciation expense on property, plant and equipment, was $ 3,175 and $ 3,796 for the three months ended June 30, 2026 and 2025, respectively, and $ 6,971 and $ 6,779 for the six months ended June 30, 2026 and 2025, respectively.

Capitalized interest was $ 92 and $ 0 for the six months ended June 30, 2026 and 2025 , respectively.

Rose Acquisition

On May 21, 2026 , the Company entered into a Share Purchase Agreement with one of the non-controlling shareholders for the acquisition of an additional 6.6 % interest in Rose for a total cash purchase price of approximately $ 1,280 , which resulted in a

VILLAGE FARMS INTERNATIONAL, INC.

1 unchanged sentence

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

reduction of mezzanine equity of $ 3,349 and an increase in additional paid-in capital of $ 2,069 .

The Company's ownership interest in Rose is now 86.6 %.

GOODWILL AND INTANGIBLE ASSETS

The following table presents the changes in the carrying value of goodwill by reportable segment for the six months ended June 30, 2026:

Balance as of December 31, 2025

Foreign currency translation adjustment

Balance as of June 30, 2026

Intangible Assets

1 unchanged sentence

Classification

March 31, 2026

June 30, 2026

December 31, 2025

Brand and trademarks*

Brands and trademarks*

Customer relationships

3 unchanged sentences

* Includes indefinite-lived intangible assets

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

The expected future amortization expense for definite-lived intangible assets as of June 30, 2026 was as follows:

Fiscal period

1 unchanged sentence

Intangibles, net

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

Amortization expense was $ 802 and $ 837 for the three months ended June 30, 2026 and 2025, respectively, and $ 1,611 and $ 1,631 for the six months ended June 30, 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 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.

During the six months ended June 30, 2026 and 2025, the Company considered qualitative factors in assessing impairment indicators for the Canadian Cannabis reporting unit.

At June 30, 2026 and June 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 unit to be below its 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)

LINE OF CREDIT AND LONG-TERM DEBT

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

March 31, 2026

June 30, 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 ( 6.84 % at March 31, 2026);

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 .

Term loans - ("Pure Sunfarms Term Loan Facility") - C$ 42.4 M - repayable by quarterly principal payments of C$ 1.2 million and accrued interest at Canadian prime rate or Canadian Overnight Repo Rate Average ("CORRA" ) plus an applicable margin ( 4.86 % at June 30, 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 March 31, 2026 and December 31, 2025 was $ 66,682 and $ 84,653 , respectively.

The carrying value of the assets and securities pledged as collateral for the FCC Term Loan as of June 30, 2026 and December 31, 2025 was $ 77,157 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.

2 unchanged sentences

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 Company has a secured credit facility with a Canadian chartered bank as administrative agent 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.

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 incremental debt financing comes in the form of a delayed draw term loan, from which the Company drew an initial C$ 5 million on February 20, 20 26 and C$ 8.3 million on June 30, 2026.

All oth er 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.

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:

Remainder of 2026

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 Produce operations (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 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:

At June 30, 2026, the Company was compliant with all of its financial covenants.

The weighted average annual interest rate on short-term borrowings as of June 30, 2026 and December 31, 2025 was 5.7 % and 8.2 % , respectively.

Accrued interest payable on all long-term debt as of June 30, 2026 and December 31, 2025 was $ 211 and $ 166 , respectively, and these amounts are included in accrued liabilities in the Condensed Consolidated Statements of Financial Position.

VILLAGE FARMS INTERNATIONAL, INC.

1 unchanged sentence

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

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

Remainder of 2026

DI SCONTINUED OPERATIONS AND DISPOSALS

On May 30, 2025, the Company closed on a transaction with a newly-formed holding company, Verdexa L.

(formally Vanguard Food, L.

P.) (“Verdexa”), backed by private investment firms, to privatize certain assets and operations of its Produce operations (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 Verdexa 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 Verdexa common units, less the carrying amount of net assets dispo sed.

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

Cash proceeds

Cash held in indemnity escrow (Restricted cash)

Fair value of Vanguard common units

Carrying value of lease to Vanguard

Cash held in indemnity escrow (Restricted cash released May 31, 2026)

Fair value of Verdexa common units

Carrying value of lease to Verdexa

Estimated future distributions for working capital adjustments and other obligations

2 unchanged sentences

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,

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

Three Months Ended June 30,

Six Months Ended June 30,

Cost of sales

2 unchanged sentences

Gain on sale of assets

(Loss) income from discontinued operations before income taxes

Recovery of (provision for) income taxes

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

Income from discontinued operations before income taxes

Provision for income taxes

Income from discontinued operations, net of tax

EQUITY INVESTMENTS

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 .

We account for our investment in Vanguard under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures .

On May 30, 2025, the Company closed on the Transaction with Verdexa (Note 8 ).

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

We account for our investment in Verdexa under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures .

Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for, among other things, its proportionate share of earnings or losses.

However, given the capital structure of the Vanguard arrangement, we apply the Hypothetical Liquidation Book Value ("HLBV") method to determine the allocation of profits and losses since our liquidation rights and priorities, as defined by the Amended and Restated Limited Partnership Agreement of Vanguard Food LP (the "Vanguard LPA"), differ from our underlying ownership interest.

The HLBV method calculates the proceeds that would be attributable to each partner in an investment based on the liquidation provisions of the Vanguard LPA if the partnership was to be liquidated at book value as of the balance sheet date.

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 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

However, given the capital structure of the Verdexa arrangement, we apply the

VILLAGE FARMS INTERNATIONAL, INC.

1 unchanged sentence

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

Hypothetical Liquidation Book Value ("HLBV") method to determine the allocation of profits and losses since our liquidation rights and priorities, as defined by the Amended and Restated Limited Partnership Agreement of Vanguard Food LP (the "Vanguard LPA"), differ from our underlying ownership interest.

The HLBV method calculates the proceeds that would be attributable to each partner in an investment based on the liquidation provisions of the Vanguard LPA if the partnership were to be liquidated at book value as of the balance sheet date.

Based on the terms of the Vanguard LPA and related Transaction documents, we recorded income on equity method investments attributable to Verdexa of $ 0 for the three and six months ended June 30, 2026 and 2025 .

FINANCIAL INSTRUMENTS

At June 30, 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 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 .

There were no financial instruments categorized as Level 3 at June 30, 2026 and December 31, 2025.

There were no transfers of assets or liabilities between levels during the six months ended June 30, 2026 and 2025 .

RELATED PARTY TRANSACTIONS AND BALANCES

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 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.

For the three and six months ended June 30, 2026, the Company paid C $ 44 and C $ 80 , respectively, and for the three and six months ended June 30, 2025, the Company paid C $ 78 and C $ 114 , respectively, to lease this office space.

The Company has entered into a Transition Services Agreement with Village Fresh, a Verdexa 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.

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.

Under this agreement, the Company recorded revenues of $ 10,185 and $ 10,293 for the three and six months ended June 30, 2026 , respectively, and $ 4,207 and $ 4,207 for the three and six months ended June 30, 2025, respectively.

The Company had outstanding receivables under this agreement of $ 3,420 as of June 30, 2026 and $ 637 as of December 31, 2025.

The Company has recorded a provision for income taxes of $ 3,262 and $ 4,930 for the three and six months ended June 30, 2026, compared with a provision for income taxes of $ 2,503 and $ 3,486 for the same periods last year.

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

5 unchanged sentences

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 $ 50,039 as of March 31, 2026 and $ 47,425 as of December 31, 2025.

Accordingly, the Company established a valuation allowance o f $ 47,850 as of June 30, 2026 and $ 47,425 as of December 31,

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

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

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 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.

As of June 30, 2026, the Company’s net defer red tax assets totaled $ 564 .

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.

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.

During the first quarter of 2026, the Company realigned its 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.

2 unchanged sentences

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

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

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

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.

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

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

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.

7 unchanged sentences

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 March 31, 2026

For the Three Months Ended June 30, 2026

Segment Totals

Corporate (3)

Sales to external customers

2 unchanged sentences

Segment operating income (loss)

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

Other expense, net (2)

Income from continuing operations before taxes and 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 June 30, 2025

Segment Totals

Corporate (3)

Sales to external customers

Cost of sales

Selling, general and administrative expenses

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)

Income from continuing operations before taxes and equity method investments

For the Six Months Ended June 30, 2026

Segment Totals

Corporate (3)

Sales to external customers

Cost of sales

Selling, general and administrative expenses

Segment operating income (loss)

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

Other expense, net (2)

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

For the Three Months Ended March 31, 2025

Income from continuing operations before taxes and equity method investments

For the Six Months Ended June 30, 2025

Segment Totals

Corporate (3)

Sales to external customers

3 unchanged sentences

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

Other expense, net (2)

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

Other income, net (2)

Income from continuing operations before taxes and equity method investments

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

5 unchanged sentences

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 Three Months Ended March 31, 2026

For the Six Months Ended June 30, 2026

Segment Totals

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Expenditures for segment assets

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

Segment Totals

8 unchanged sentences

The following tables summarize our total assets by reportable segment:

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

The Company’s primary operations are in the United States, Canada, and the Netherlands.

The following tables summarizes our assets by geographic location:

The following tables summarize our assets by geographic location:

Total assets from continuing operations

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

Long-lived assets from continuing operations

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

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

Three months ended March 31,

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

Three Months Ended June 30,

Six Months Ended June 30,

Net income attributable to Village Farms International, Inc.

shareholders from continuing operations

Loss from discontinued operations, net of tax

Income from discontinued operations, net of tax

Weighted average number of common shares - basic

2 unchanged sentences

Antidilutive options and awards

Net income (loss) per ordinary share:

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

Net income per common share:

Basic income per share attributable to Village Farms International, Inc.

shareholders from:

1 unchanged sentence

Discontinued operations

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

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

Basic income per share attributable to Village Farms International, Inc.

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

shareholders from:

1 unchanged sentence

Discontinued operations

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

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

SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

On June 8, 2026, the Company closed a registered direct offering (the "Offering") of 7,500,000 Common Shares at a price of US$ 2.00 per Common Share.

The gross proceeds from the Offering were approximately US$ 15 million before deducting placement agent fees and other offering expenses payable by the Company.

The proceeds from the Offering are being used for working capital and general corporate purposes.

Share-based compensation

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:

Share-based compensation expense was $ 293 and $ 123 for the three months ended June 30, 2026 and 2025, respectively, and $ 669 and $ 268 for the six months ended June 30, 2026 and 2025, respectively.

Stock option activity for the six months ended June 30, 2026 was as follows:

Exercise Price

1 unchanged sentence

Forfeited/expired

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Outstanding at June 30, 2026

Exercisable at June 30, 2026

VILLAGE FARMS INTERNATIONAL, INC.

1 unchanged sentence

(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

Restricted Common Share activity for the six months ended June 30, 2026 was as follows:

Restricted Share Grants

Weighted Average Grant Date Fair Value

1 unchanged sentence

Vested and issued

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Share buyback program

On September 29, 2025, the Board of Directors authorized a $ 10 million share repurchase for up to 5,687,000 of the Company’s outstanding common stock.

Outstanding at June 30, 2026

Exercisable at June 30, 2026

Common Share buyback program

On September 29, 2025, the Board of Directors authorized a $ 10 million Common Share repurchase program for up to 5,687,000 Common Shares.

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.

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:

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

The Company may discontinue any repurchases of its Common Shares at any time without prior notice.

During the six months ended June 30, 2026, the Company repurchased 2,213,855 Common Shares for an aggregate amount of $ 6,787 (excluding the 2 % Canadian tax on stock repurchases).

As of June 30, 2026 , $ 242 remains available for repurchases.

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

As of June 30, 2026, there were no unsettled Common Share repurchases.

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

Warrant activity for the six months ended June 30, 2026 was as follows:

Shares Underlying the Warrants

1 unchanged sentence

Outstanding at December 31, 2025

Outstanding at March 31, 2026

Outstanding at June 30, 2026

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

Three Months Ended March 31,

Six Months Ended June 30,

Trade receivables

6 unchanged sentences

Other assets, net of other liabilities

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

The Company paid income taxes of $ 17,988 and $ 0 for the six months ended June 30, 2026 and 2025 , respectively.

VILLAGE FARMS INTERNATIONAL, INC.

2 unchanged sentences

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.

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

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

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