Form 8-K

8-K — Village Farms International, Inc.

Accession: 0001193125-26-341207

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001584549

SIC: 0100 (AGRICULTURE PRODUCTION - CROPS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — vff-20260810.htm (Primary)

EX-99.1 (vff-ex99_1.htm)

GRAPHIC (img264507375_0.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: vff-20260810.htm · Sequence: 1

8-K

false000158454900015845492026-08-102026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026

VILLAGE FARMS INTERNATIONAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Ontario

001-38783

98-1007671

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

90 Colonial Parkway

Lake Mary, Florida

32746

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 936-1190

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Shares, without par value

VFF

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 10, 2026, Village Farms International, Inc. (the “Company” or “Village Farms”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K under Item 2.02, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

99.1

Press Release dated August 10, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Village Farms International, Inc.

Date:

August 10, 2026

By:

/s/ Stephen C. Ruffini

Name: Stephen C. Ruffini

Title: Executive Vice President and Chief Financial Officer

EX-99.1

Filename: vff-ex99_1.htm · Sequence: 2

EX-99.1

Village Farms Reports Q2 2026 Results Driven by

Record Cannabis Revenues and Year-to-Date Harvest Yields

•

Consolidated Net Sales Increased 27% Sequentially and 7% Year-over-Year to $64 Million

•

Net Income of $7.1 Million or $0.06 Per Share; Operating Cash Flow of $8.9 Million

•

Company Achieves Record Harvest Yields in Delta Facilities in 1H’26 with Improved Cost of Production

•

Record Export Sales of $20.9 Million Grew 74% YoY and 43% Sequentially

•

Record Q2 Cannabis Segment Adjusted EBITDA from Continuing Ops of $15.3 Million or 29% of Sales

•

Netherlands and Canadian Expansion CapEx Nearly Complete; Closes Q2 with $73 Million in Cash

VANCOUVER, British Columbia, August 10, 2026 – Village Farms International, Inc. (“Village Farms” or the “Company”) (NASDAQ: VFF) today reported financial results for its second quarter ended June 30, 2026. All figures are in U.S. dollars unless otherwise indicated.

Management Commentary

President and Chief Executive Officer Michael DeGiglio commented, “Our second quarter results continue to demonstrate the strength of our expanding global cannabis platform, driven by record cannabis revenues of $53.5 million as we continued to grow in target markets and product categories around the world. We delivered our fifth consecutive quarter of positive net income and EPS since we privatized our legacy produce business last year, and important to note that when excluding the one-time $4.3 million vendor settlement received in the second quarter of last year, consolidated adjusted EBITDA increased meaningfully year-over-year to $15.4 million with record Q2 cannabis performance.”

“We’re having a record year of production in our Delta, British Columbia facilities even without including the first harvest we completed in our Delta 2 greenhouse expansion, and record yields combined with greater operating efficiencies have resulted in a lower cost of production. Favorable sales mix also helped drive nine percentage points of cannabis gross margin expansion which translated to strong operating leverage with adjusted EBITDA and net income both meaningfully outpacing total sales growth.”

“We’re continuing to gain traction with our efforts to grow market share in convenience product categories in Canada, where for the first time our brands achieved top 10 market share in all major categories with continued growth in vapes and infused pre-rolls. It was also another record quarter of international export sales, which grew 74% year-over-year and 43% sequentially as we continue to benefit from our competitive advantage with the world’s largest EU-GMP certified cannabis facility. We have a growing share of Europe’s total addressable cannabis market with leading share and distribution in Germany, and we continue to expect that we’ll enter multiple new European jurisdictions later this year.”

“We’re entering the second half of the year in a position of strength, and we’re positioned for continued profitable growth regardless of our entry point and timing into the U.S. market with a global cannabis enterprise that is now approaching 50% of revenues from growing international markets. Our Netherlands operations are expected to ramp to full production capacity by the end of Q1 next year, and our Delta 2 expansion in Canada remains on track to reach its full 40 tonne production run rate by mid-2027, both of which provide us with a clear path for continued long-term organic growth.”

“We closed the second quarter with $73 million in cash, and we continue to expect that we’ll grow our cash balance from positive operating cash flow through the remainder of the year. We’re continuing to evaluate additional organic and acquisitive growth investments around the world, but remain prudent and patient with respect to valuation with a focus on profitability and long-term value creation for our shareholders.”

Second Quarter 2026 Financial Highlights

(All comparable periods are for the second quarter of 2025 unless otherwise stated)

Cannabis Operations

•

Net sales increased 5% to $53.5 million, from $50.8 million in the prior year period;

•

Gross margin increased to 51% from 42% in the prior year period;

•

Net income improved to $8.6 million from $7.1 million, an increase of 21% year-over-year;

•

Adjusted EBITDA from continuing operations increased 16% to $15.3 million or 28.5% of sales, compared to $13.1 million or 25.8% of sales in the prior year period; and

•

Cash flow from operations was $8.9 million.

Strategic Growth and Operational Highlights

•

Maintained the Company’s top five overall market share position in the Canadian market and expanded its market share in vapes and infused pre-rolls, now positioning the Company’s brand portfolio among the top 10 nationally in all major product categories1.

•

Achieved record production from the Company’s Delta, British Columbia facilities during 1H’26. Increased yields and greater operating efficiencies led to lower production costs during Q2, and favorable sales mix helped drive nine percentage points of year-over-year cannabis segment gross margin expansion.

•

International export sales increased 74% year-over-year and 43% sequentially to a record high of $20.9 million. The Company believes it remains the largest exporter of medical cannabis to Europe with a leading market share position in Germany.

•

The Company commenced cultivation at its Phase II facility in Groningen, Netherlands during Q2. The Groningen facility will bring the Company’s maximum annualized production capacity in the Netherlands to approximately 10 metric tonnes and is expected to ramp to full production into early 2027.

•

During Q2 the Company harvested its first crop from the first half of its Delta 2 greenhouse expansion, and announced that it is accelerating technology upgrades quicker than previously anticipated due to increasing global demand. The Delta 2 expansion is expected to yield approximately 15 metric tonnes of dried, trimmed flower during the second half of 2026. The Delta 2 expansion is expected to ramp to its full production capacity of 40 metric tonnes by mid-2027, bringing total production capacity from the Delta campus to approximately 160 metric tonnes of dried, trimmed flower annually.

Corporate and Other

•

On May 27, 2026 the Company was awarded “Producer of the Year” at the 2026 Business of Cannabis Awards in London. The award recognizes excellence and innovation in cannabis cultivation practices, techniques, and product quality, and celebrates cultivators who have demonstrated exceptional skill, dedication, and expertise in producing high-quality cannabis while adhering to best practices in sustainability, compliance, and safety.

•

On June 5, 2026 the Company entered into securities purchase agreements for the purchase and sale of 7,500,000 common shares of the Company in a registered direct offering subscribed to by two U.S. institutional investors. The offering yielded gross proceeds of approximately $15 million before deducting placement agent fees and other expenses.

Based on estimated retail sales from HiFyre, other third parties and provincial boards.

Conference Call

Village Farms’ management team will host a conference call to discuss its second quarter 2026 financial results today, Monday, August 10, 2026, at 8:30 a.m. ET. Participants can access the conference call via a webcast at Village Farms Second Quarter 2026 Conference Call Webcast or on the Company website at Village Farms - Events. Participants wanting to access the conference call by telephone must register in advance at Village Farms Second Quarter 2026 Conference Call Registration to receive telephone dial-in information.

The live question and answer session will be limited to analysts; however, others are invited to submit questions ahead of the conference call via email at investorrelations@villagefarms.com. Management will address questions received via email during the question-and-answer session as time permits.

About Village Farms International, Inc.

Village Farms is a global leader in cannabis, plant-based consumer packaged goods, and sustainable innovation. With a legacy built on decades of Controlled Environment Agriculture expertise and Dutch farming practices, today the Company is one of the world’s largest and most profitable cannabis operators with an asset portfolio that spans over 7 million square feet of advanced greenhouse and indoor cultivation assets.

In Canada, Village Farms operates the world’s largest EU-GMP certified cannabis facility at its production campus in Delta, British Columbia, and exports products to international medical markets. The Company is also a market share leader in dried flower formats and produces and distributes some of the country’s highest quality and best-selling strains, including its flagship Pure Sunfarms Pink Kush, one of the most widely consumed strains on the planet. Village Farms’ Canadian brand portfolio includes Pure Sunfarms, Fraser Valley Weed Co., Soar, Super Toast, Pure Laine, Tam Tams and Promenade.

In the Netherlands, the Company is one of only ten licensed operators in the country’s regulated cannabis program, and in the United States its CBDistillery brand is one of the country’s premier cannabinoid wellness platforms, and it also holds equity interests in cannabis businesses in Australia and Germany. Beyond cannabis, the Company holds an equity interest in Verdexa Holdings, a private venture pursuing strategic acquisitions to build a premier branded food platform, and its Clean Energy division transforms landfill gas into renewable natural gas and receives royalties on all revenues generated.

Contact Information

Sam Gibbons

Senior Vice President, Corporate Affairs

Phone: (407) 495-5067

Email: sgibbons@villagefarms.com

Cannabis Performance Summary

(thousands except % metrics)

Three Months Ended June 30,

2026

2025

USD $

Change

Total Net Sales

53,523

50,842

Total Cost of Sales

26,246

29,502

-11%

Gross Profit

27,277

21,340

28%

Gross Margin %

21%

SG&A

15,203

11,606

31%

Net income

8,603

7,098

21%

Adjusted EBITDA from Continuing Operations (1)

15,273

13,123

16%

Adjusted EBITDA from Continuing Operations Margin (2)

12%

Cash flow from Operations

8,996

19,172

-53%

(millions except % metrics)

Six Months Ended June 30,

2026

2025

USD $

Change

Total Net Sales

103,267

90,069

15%

Total Cost of Sales

54,682

53,460

Gross Profit

48,585

36,609

33%

Gross Margin %

15%

SG&A

30,023

23,342

29%

Net income

13,383

9,946

35%

Adjusted EBITDA from Continuing Operations (1)

25,479

20,012

27%

Adjusted EBITDA from Continuing Operations Margin (1)

14%

Cash flow from Operations

(2,814

)

22,058

(1)

Adjusted EBITDA from continuing operations is not a recognized earnings measure and does not have a standardized meaning prescribed by GAAP. Therefore, Adjusted EBITDA from continuing operations may not be comparable to similar measures presented by other issuers. Management believes that Adjusted EBITDA from continuing operations is a useful supplemental measure in evaluating the performance of the Company because it excludes non-recurring and other items that do not reflect our business performance. Adjusted EBITDA from continuing operations includes the Company’s 86.6% interest in Rose LifeScience. For a reconciliation of Adjusted EBITDA from continuing operations to net income (the most comparable measure under GAAP), see “Reconciliation of Adjusted EBITDA from Continuing Operations to Net Income (Loss)” below.

(2)

Adjusted EBITDA from Continuing Operations Margin is calculated as Adjusted EBITDA from continuing operations (which is a non-GAAP measure) divided by Total Net Sales. See footnote (1) above for more information regarding Adjusted EBITDA from continuing operations.

Composition of Sales by Channel

Three Months Ended June 30,

Classification

2026

2025

Cannabis:

Canadian Branded (1)

23,017

24,962

Canadian Non-Branded

3,040

7,077

International Exports

20,897

11,980

U.S. Cannabis

3,224

3,841

Netherlands Branded

3,345

2,483

Other

—

499

Total Cannabis

53,523

50,842

Other

Produce

10,185

8,574

Clean Energy

269

483

Total Revenue

63,977

59,899

(1)

Canadian Branded revenues are shown net of excise tax on products. Excise tax on products was $14,909 and $14,812 for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30,

Classification

2026

2025

Cannabis:

Canadian Branded (1)

46,865

47,713

Canadian Non-Branded

8,417

13,367

International Exports

35,478

17,368

U.S. Cannabis

6,357

7,745

Netherlands Branded

6,008

2,969

Other

142

907

Total Cannabis

103,267

90,069

Other

Produce

10,293

8,601

Clean Energy

655

909

Total Revenue

114,215

99,579

(1)

Canadian Branded revenues are shown net of excise tax on products. Excise tax on products was $30,812 and $28,759 for the six months ended June 30, 2026 and 2025, respectively.

Presentation of Financial Results

The Company’s financial statements for the three and six months ended June 30, 2026, as well as the comparative period for 2025, have been prepared and presented under United States Generally Accepted Accounting Principles (“GAAP”).

RESULTS OF OPERATIONS

(In thousands of U.S. dollars, except per share amounts, and unless otherwise noted)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Sales

63,977

59,899

114,215

99,579

Cost of sales

(34,004

)

(37,557

)

(63,256

)

(63,057

)

Gross profit

29,973

22,342

50,959

36,522

Selling, general and administrative expenses

(18,811

)

(15,411

)

(34,753

)

(30,030

)

Interest expense

(477

)

(814

)

(1,000

)

(1,516

)

Interest income

343

109

951

184

Foreign exchange (loss) gain

(597

)

1,792

(1,145

)

1,708

Other (loss) income

4,430

(159

)

4,451

Income (loss) before taxes and equity method investment income

10,455

12,448

14,853

11,319

Provision for income taxes

(3,262

)

(2,503

)

(4,930

)

(3,486

)

Equity method investment income, net of tax

—

Income (loss) from continuing operations

7,193

9,945

9,923

7,833

(Loss) Income from discontinued operations, net of tax

—

16,294

—

11,291

Income (loss) including non-controlling interests

7,193

26,239

9,923

19,124

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

(48

)

258

139

670

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

7,145

26,497

10,062

19,794

Adjusted EBITDA from continuing operations (1)

15,411

17,111

25,311

20,560

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

Continuing operations

0.06

0.09

0.08

Discontinued operations

0.15

0.10

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

0.06

0.24

0.09

0.18

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

Continuing operations

0.06

0.10

0.08

Discontinued operations

0.14

0.10

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

0.06

0.24

0.08

0.18

(1)

We caution that our results of operations for the three and six months ended June 30, 2026 and 2025 may not be indicative of our future performance.

SEGMENTED RESULTS OF OPERATIONS

(In thousands of U.S. dollars, except per share amounts, and unless otherwise noted)

For The Three Months Ended June 30, 2026

Cannabis

Other

Corporate

Total

Sales

53,523

10,454

—

63,977

Cost of sales

(26,246

)

(7,758

)

—

(34,004

)

Selling, general and administrative expenses

(15,203

)

(712

)

(2,896

)

(18,811

)

Other expense, net

(207

)

(204

)

(296

)

(707

)

Income (loss) before taxes and equity method investment income

11,867

1,780

(3,192

)

10,455

Provision for income taxes

(3,216

)

(46

)

—

(3,262

)

Equity method investment income, net of tax

—

Income (loss) including non-controlling interests

8,651

1,734

(3,192

)

7,193

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

(48

)

—

(48

)

Net income (loss)

8,603

1,734

(3,192

)

7,145

Adjusted EBITDA from Continuing Operations(1)

15,273

2,776

(2,638

)

15,411

Basic income (loss) per share

0.08

0.01

(0.03

)

0.06

Diluted income (loss) per share

0.08

0.01

(0.03

)

0.06

For The Three Months Ended June 30, 2025

Cannabis

Other

Corporate

Total

Sales

50,842

9,057

—

59,899

Cost of sales

(29,502

)

(8,055

)

—

(37,557

)

Selling, general and administrative expenses

(11,606

)

(843

)

(2,962

)

(15,411

)

Other (expense) income, net

(507

)

4,471

1,553

5,517

Income (loss) before taxes and equity method investment income

9,227

4,630

(1,409

)

12,448

Provision for income taxes

(2,387

)

(135

)

(2,503

)

Equity method investment income, net of tax

—

Income (loss) from continuing operations

6,840

4,495

(1,390

)

9,945

Income from discontinued operations net of tax

—

16,294

—

16,294

Income (loss) including non-controlling interests

6,840

20,789

(1,390

)

26,239

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

258

—

258

Net income (loss)

7,098

20,789

(1,390

)

26,497

Adjusted EBITDA from Continuing Operations(1)

13,123

6,833

(2,845

)

17,111

Basic income (loss) per share from continuing operations

0.06

0.04

(0.01

)

0.09

Basic income per share from discontinued operations

0.15

Basic income (loss) per share

0.06

0.19

(0.01

)

0.24

Diluted income (loss) per share from continuing operations

0.06

0.05

(0.01

)

0.10

Diluted income per share from discontinued operations

0.14

Diluted income (loss) per share

0.06

0.19

(0.01

)

0.24

For The Six Months Ended June 30, 2026

Cannabis

Other

Corporate

Total

Sales

103,267

10,948

—

114,215

Cost of sales

(54,682

)

(8,574

)

—

(63,256

)

Selling, general and administrative expenses

(30,023

)

(1,224

)

(3,506

)

(34,753

)

Other expense, net

(517

)

(426

)

(410

)

(1,353

)

Income (loss) before taxes and equity method investment income

18,045

724

(3,916

)

14,853

Provision for income taxes

(4,801

)

(129

)

—

(4,930

)

Equity method investment income, net of tax

—

Income (loss) from continuing operations

13,244

595

(3,916

)

9,923

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

139

—

139

Net income (loss)

13,383

595

(3,916

)

10,062

Adjusted EBITDA from continuing operations (1)

25,479

2,753

(2,921

)

25,311

Basic income (loss) per share from continuing operations

0.12

(0.03

)

0.09

Basic income per share from discontinued operations

Basic income (loss) per share

0.12

(0.03

)

0.09

Diluted income (loss) per share from continuing operations

0.11

(0.03

)

0.08

Diluted income per share from discontinued operations

Diluted income (loss) per share

0.11

(0.03

)

0.08

For The Six Months Ended June 30, 2025

Cannabis

Other

Corporate

Total

Sales

90,069

9,510

—

99,579

Cost of sales

(53,460

)

(9,597

)

—

(63,057

)

Selling, general and administrative expenses

(23,342

)

(1,586

)

(5,102

)

(30,030

)

Other expense (income), net

(709

)

3,943

1,593

4,827

(Loss) income before taxes and equity method investment income

12,558

2,270

(3,509

)

11,319

Provision for income taxes

(3,282

)

(204

)

—

(3,486

)

Equity method investment income, net of tax

—

Income (loss) from continuing operations

9,276

2,066

(3,509

)

7,833

Income from discontinued operations net of tax

—

11,291

—

11,291

Income (loss) including non-controlling interests

9,276

13,357

(3,509

)

19,124

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

670

—

670

Net income (loss)

9,946

13,357

(3,509

)

19,794

Adjusted EBITDA from continuing operations (1)

20,012

5,404

(4,856

)

20,560

Basic (loss) income per share from continuing operations

0.09

0.02

(0.03

)

0.08

Basic loss per share from discontinued operations

0.10

Basic (loss) income per share

0.09

0.12

(0.03

)

0.18

Diluted (loss) income per share from continuing operations

0.09

0.02

(0.03

)

0.08

Diluted loss per share from discontinued operations

0.10

Diluted (loss) income per share

0.09

0.12

(0.03

)

0.18

(1)

Adjusted EBITDA from continuing operations is not a recognized earnings measure and does not have a standardized meaning prescribed by GAAP. Therefore, Adjusted EBITDA from continuing operations presented for these segments may not be comparable to similar measures presented by other issuers. Management believes that Adjusted EBITDA from continuing operations is a useful supplemental measure in evaluating the performance of the Company because it excludes non-recurring and other items that do not reflect the underlying business performance of the Company. For a reconciliation of Adjusted EBITDA from continuing operations to net income (the most comparable measure under GAAP), see “Reconciliation of Adjusted EBITDA from Continuing Operations to Net Income (Loss)” below.

Reconciliation of Adjusted EBITDA from Continuing Operations to Net Income (Loss)

The following tables reflect a reconciliation of Adjusted EBITDA from continuing operations to net income (loss) from continuing operations, as presented by the Company:

For The Three Months Ended June 30, 2026

(in thousands of U.S. dollars)

Cannabis

Other

Corporate

Total

Net income (loss) from continuing operations

8,603

1,734

(3,192

)

7,144

Add:

Amortization and depreciation

3,483

777

4,279

Foreign currency exchange (gain) loss

(60

)

406

389

Interest expense (income), net

207

(108

)

134

Provision for income taxes

3,216

—

3,262

Share-based compensation

—

237

293

Deferred financing fees

—

Loss on disposal of assets

—

(31

)

—

(31

)

Adjustments attributable to non-controlling interest

(127

)

—

(127

)

Adjusted EBITDA from continuing operations (1)

15,273

2,776

(2,638

)

15,411

For The Three Months Ended June 30, 2025

(in thousands of U.S. dollars)

Cannabis

Other

Corporate

Total

Net income (loss) from continuing operations

7,098

4,495

(1,390

)

10,203

Add:

Amortization and depreciation

3,117

1,913

5,068

Foreign currency exchange gain

(84

)

(130

)

(1,529

)

(1,743

)

Interest expense (income), net

316

414

(25

)

705

Provision for (recovery of) income taxes

2,387

135

(19

)

2,503

Share-based compensation

123

Deferred financing fee

—

Other impairments

217

—

Adjustments attributable to non-controlling interest

(12

)

—

(12

)

Adjusted EBITDA from continuing operations (1)

13,123

6,833

(2,845

)

17,111

For The Six Months Ended June 30, 2026

(in thousands of U.S. dollars)

Cannabis

Other

Corporate

Total

Net income (loss) from continuing operations

13,383

595

(3,916

)

10,062

Add:

—

Amortization and depreciation

6,985

1,554

8,582

Foreign currency exchange loss

123

799

937

Interest expense (income), net

383

(388

)

Provision for income taxes

4,801

129

—

4,930

Share-based compensation

128

—

541

669

Deferred financing fees

139

—

139

Loss (gain) on disposal of assets

118

(31

)

—

Adjustments attributable to non-controlling interest

(154

)

—

(154

)

Adjusted EBITDA from continuing operations (1)

25,479

2,753

(2,921

)

25,311

For The Six Months Ended June 30, 2025

(in thousands of U.S. dollars)

Cannabis

Other

Corporate

Total

Net income (loss) from continuing operations

9,946

2,066

(3,509

)

8,503

Add:

—

Amortization and depreciation

6,055

2,273

8,410

Foreign currency exchange (gain) loss

(135

)

(82

)

(1,544

)

(1,761

)

Interest expense (income), net

457

924

(49

)

1,332

Provision for income taxes

3,282

204

—

3,486

Share-based compensation

164

268

Other Impairments

—

Goodwill and intangible impairments (1)

217

—

217

Adjustments attributable to non-controlling interest

—

Adjusted EBITDA from continuing operations (1)

20,012

5,404

(4,856

)

20,560

(1)

This press release is intended to be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026, which will be filed with the Securities and Exchange Commission and will be available at www.sec.gov, and will also be filed in Canada on SEDAR+ (www.sedarplus.ca). In addition, quarterly financial reports can be found on the Village Farms website under Financial Reports (https://villagefarms.com/financial-reports/) within the Investors section.

Cautionary Statement Regarding Forward-Looking Information

As used in this Press Release, the terms “Village Farms”, “Village Farms International”, the “Company”, “we”, “us”, “our” and similar references refer to Village Farms International, Inc. and our consolidated subsidiaries, and the term “Common Shares” refers to our common shares, no par value. Our financial information is presented in U.S. dollars and all references in this Press Release to “$” means U.S. dollars and all references to “C$” means Canadian dollars.

This Press Release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is subject to the safe harbor created by those sections. This Press Release also contains "forward-looking information" within the meaning of applicable Canadian securities laws. We refer to such forward-looking statements and forward-looking information collectively as "forward-looking statements". Forward-looking statements may relate to the Company's future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, expansion plans, litigation, projected production, projected costs, capital expenditures, financial results, tariffs, taxes, plans and objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company, the greenhouse vegetable or produce industry, the cannabis industry and market and our energy segment are forward-looking statements. In some cases, forward-looking information can be identified by such terms as "can", "outlook", "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "try", "estimate", "predict", "potential", "continue", "likely", "schedule", "objectives", “position” or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts. The forward-looking statements in this Press Release are subject to risks that may include, but are not limited to: our limited operating history in the cannabis and cannabinoids industry, including that of Pure Sunfarms, Corp. (“Pure Sunfarms”), Rose LifeScience Inc. (“Rose” or “Rose LifeScience”), Balanced Health Botanicals, LLC (“Balanced Health”), and Village Farms International B.V. (“VF International”); the limited operational history of the Delta RNG Project in our energy segment and VF International; the legal status of the cannabis business of Pure Sunfarms, Rose and VF International and the hemp business of Balanced Health and uncertainty regarding the legality and regulatory status of cannabis and cannabinoid (CBD) products in the United States; risks relating to the implementation and enforcement of the Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extension Act, 2026 which mat materially and adversely affect our CBD business in the United States; risks relating to the operation of our collaboration with Verdexa Holdings; risks relating to obtaining additional financing on acceptable terms, including our dependence upon credit facilities and dilutive transactions; potential difficulties in achieving and/or maintaining profitability; variability of product pricing; risks inherent in the cannabis, hemp, CBD, cannabinoids, and agricultural businesses; our market position and competitive position; our ability to leverage current business relationships for future business involving hemp and cannabinoids; the ability of Pure Sunfarms and Rose to cultivate and distribute cannabis in Canada as well as exports; risks related to the start-up of international production at our Netherlands operations under VF International; existing and new governmental regulations, including risks related to regulatory compliance and regarding obtaining and maintaining licenses required under the Cannabis Act (Canada), the Criminal Code and other Acts, S.C. 2018, C. 16 (Canada) for our Canadian operational facilities, and changes in our regulatory requirements; legal and operational risks relating to expected conversion of our greenhouses to cannabis production in Canada and in the United States; risks related to rules and regulations at the U.S. Federal (Food and Drug Administration and United States Department of Agriculture), state and municipal levels with respect to produce and hemp, cannabidiol-based products commercialization; retail consolidation, technological advances and other forms of competition; transportation disruptions; product liability and other potential litigation; retention of key executives; labor issues; uninsured and underinsured losses; vulnerability to rising energy costs; inflationary effects on costs of cultivation and transportation; recessionary effects on demand of our products; environmental, health and safety risks, foreign exchange exposure, risks associated with cross-border trade and the potential for tariffs and other trade restrictions; difficulties in managing our growth; restrictive covenants under our credit facilities; natural catastrophes; elevated interest rates; and tax risks.

The Company has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. Although the forward-looking statements contained in this Press Release are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company's control, which may cause the Company's or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Company's filings with securities regulators, including this Press Release and the Company’s most recently filed annual report on Form 10-K and quarterly report on Form 10-Q.

When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. The forward-looking statements made in this Press Release relate only to events or information as of the date on which the statements are made in this Press Release. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Village Farms International, Inc.

Condensed Consolidated Statements of Financial Position

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

(Unaudited)

June 30, 2026

December 31, 2025

ASSETS

Current assets

Cash and cash equivalents

72,931

81,189

Restricted cash

—

5,063

Trade receivables, net

32,406

23,151

Inventories, net

46,669

41,519

Other receivables

1,397

324

Prepaid expenses and deposits

6,923

3,191

Total current assets

160,326

154,437

Non-current assets

Property, plant and equipment, net

190,058

185,712

Investments

6,276

Goodwill

42,775

44,365

Intangibles, net

21,137

23,647

Deferred tax asset

564

694

Right-of-use assets

5,388

4,066

Other assets

1,943

3,899

Total assets

428,467

423,096

LIABILITIES

Current liabilities

Trade payables

17,587

15,747

Current maturities of long-term debt

5,249

4,885

Accrued sales taxes

7,068

8,695

Accrued liabilities

16,699

13,960

Lease liabilities - current

1,169

1,198

Income tax payable

—

12,151

Other current liabilities

2,836

1,950

Total current liabilities

50,608

58,586

Non-current liabilities

Long-term debt

34,713

28,769

Deferred tax liability

17,329

18,494

Lease liabilities - non-current

5,058

3,855

Other non-current liabilities

2,111

3,330

Total liabilities

109,819

113,034

MEZZANINE EQUITY

Redeemable non-controlling interest

6,447

10,164

SHAREHOLDERS’ EQUITY

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.

407,031

392,380

Additional paid in capital

24,931

29,374

Accumulated other comprehensive loss

(17,248

)

(9,281

)

Retained earnings

(102,513

)

(112,575

)

Total shareholders’ equity

312,201

299,898

Total liabilities, mezzanine equity and shareholders’ equity

428,467

423,096

Village Farms International, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

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

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Sales

63,977

59,899

114,215

99,579

Cost of sales

(34,004

)

(37,557

)

(63,256

)

(63,057

)

Gross profit

29,973

22,342

50,959

36,522

Selling, general and administrative expenses

(18,811

)

(15,411

)

(34,753

)

(30,030

)

Interest expense

(477

)

(814

)

(1,000

)

(1,516

)

Interest income

343

109

951

184

Foreign exchange (loss) gain

(597

)

1,792

(1,145

)

1,708

Other income (loss)

4,430

(159

)

4,451

Income before taxes and equity method investment income

10,455

12,448

14,853

11,319

Provision for income taxes

(3,262

)

(2,503

)

(4,930

)

(3,486

)

Equity method investment income, net of tax

—

Income from continuing operations

7,193

9,945

9,923

7,833

Income from discontinued operations, net of tax

—

16,294

—

11,291

Income including non-controlling interests

7,193

26,239

9,923

19,124

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

(48

)

258

139

670

Net income attributable to Village Farms International, Inc. shareholders

7,145

26,497

10,062

19,794

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

Continuing operations

0.06

0.09

0.08

Discontinued operations

0.15

0.10

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

0.06

0.24

0.09

0.18

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

Continuing operations

0.06

0.10

0.08

Discontinued operations

0.14

0.10

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

0.06

0.24

0.08

0.18

Weighted average number of common shares used

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

Basic

116,192

112,347

115,728

112,342

Diluted

124,721

112,736

125,824

112,607

Income including non-controlling interests

7,193

26,239

9,923

19,124

Other comprehensive income (loss):

Foreign currency translation adjustment

(4,665

)

9,870

(8,196

)

10,835

Comprehensive loss including non-controlling interests

2,528

36,109

1,727

29,959

Comprehensive loss (income) attributable to non-controlling interests

(239

)

418

100

Comprehensive income attributable to Village Farms International, Inc. shareholders

2,600

35,870

2,145

30,059

Village Farms International, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands of United States dollars)

(Unaudited)

Six Months Ended June 30,

2026

2025

Cash flows provided by (used in) operating activities:

Income from continuing operations including non-controlling interests

9,923

7,833

Adjustments to reconcile net income attributable to Village Farms International, Inc. shareholders to net cash used in operating activities of continuing operations:

Depreciation and amortization

8,582

8,410

Amortization of deferred charges

139

Interest expense

1,000

1,516

Interest paid on long-term debt

(757

)

(1,613

)

Unrealized foreign exchange loss (gain)

217

(87

)

Loss on disposal of assets

—

Non-cash lease expense

491

619

Share-based compensation

669

268

Deferred income taxes

200

(935

)

Changes in non-cash working capital items

(28,435

)

6,207

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

(7,884

)

22,265

Cash flows used in investing activities:

Purchases of property, plant and equipment

(15,462

)

(5,289

)

Net cash used in investing activities from continuing operations

(15,462

)

(5,289

)

Cash flows provided by (used in) financing activities:

Proceeds from issuance of common shares

15,000

—

Issuance costs

(958

)

—

Proceeds from borrowings

8,952

—

Repayments on borrowings

(2,387

)

(4,554

)

Share repurchases

(6,787

)

—

Acquisition of redeemable non-controlling interest

(1,280

)

Proceeds from exercise of warrants and options

182

—

Other financing activities

(182

)

(432

)

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

12,540

(4,986

)

Discontinued Operations

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

—

(6,818

)

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

—

38,710

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

—

(4,000

)

Net cash flows provided by discontinued operations

—

27,892

Effect of exchange rate changes on cash and cash equivalents

(2,515

)

475

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

(13,321

)

40,357

Cash, cash equivalents and restricted cash, beginning of period

86,252

24,631

Cash, cash equivalents and restricted cash, end of period

72,931

64,988

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