Village Farms国际 2024年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☒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 providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act).YES☐NO☒ The aggregate market value of the voting stock and nonvoting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and askedprices of such common equity, as of June 30, 2024was $102,579,818. As of March 7, 2025, the registranthad112,337,049CommonShares outstanding. PCAOB:185Auditor Name:KPMG LLPAuditor Location:Orlando, Florida DOCUMENTS INCORPORATED BY REFERENCE The following materials are incorporated by reference into this Form 10-K: Information contained in the definitive proxy statement for the registrant’s 2025 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 daysafter the end of the fiscal year ended December 31, 2024, is incorporated by reference in Parts III and IV to the extent described therein. TABLE OF CONTENTS PART I.Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff Comments Risk FactorsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresPART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.[Reserved]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPART IIIItem 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.Certain Relationships and Related Transactions, and Director IndependenceItem 14.Principal Accounting Fees and ServicesPART IV.Item 15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K Summary As used in this report, the terms “Village Farms,” “Village Farms International,” the “Company,” “we,” “us,” “our” and similar references refer to Village Farms International, Inc. and ourconsolidated 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 Annual Reporton Form 10-K to “$” means U.S. dollars and all references to “C$” means Canadian dollars. This Annual Report on Form 10-K contains certain trademarks, trade names and service marks of ours, as described in Item 1, "Business—Intellectual Property". This report also containstrademarks, trade names and service marks that are owned by other persons or entities. This Annual Report on Form 10-K contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of1933, 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. ThisAnnual Report on Form 10-K also contains “forward-looking information” within the meaning of applicable Canadian securities law.