Village Farms International, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE AND PROXY STATEMENT

for the

Annual Meeting of Shareholders

to be held on June 20, 2025

May 12, 2025

Notice of 2025 Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the annual meeting (the “Meeting”) of shareholders of Village Farms International, Inc. (the “Company”) will be held virtually via live audio webcast online at https://meetnow.global/MYQ5GPQ on June 20, 2025 at 12:00 P.M. Eastern time.

What the Meeting is About

We will be seeking shareholder votes on the items of business at the Meeting:

to elect the directors to serve until the 2026 Annual Meeting of Shareholders or until their successors are elected or appointed;

to approve the compensation of the Company’s named executive officers on an advisory, non-binding basis; and

to appoint KPMG LLP as the independent registered public accounting firm to serve as the Company's independent auditor for the fiscal year ending December 31, 2025, and authorizing the directors to fix their remuneration.

In addition, at the Meeting, we will receive the consolidated financial statements of the Company for the fiscal year ended December 31, 2024, including the auditor's report therein; and we will transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

The proxy statement accompanying this notice of meeting provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

You are entitled to receive notice of and vote at the Meeting, or any adjournment, if you are a holder of common shares of the Company (the “Shares”) at the close of business on May 9, 2025 (the “Record Date”).

You have the right to vote your Shares on items 1 through 3 listed above and any other items that may properly come before the Meeting or any adjournment.

On or about May 22, 2025, we will mail to our Shareholders this Notice of 2025 Annual Meeting of Shareholders, the Proxy Statement, and a form of proxy.

The Meeting will be held virtually, via live audio webcast at https://meetnow.global/MCDNXCW, on June 20, 2025, at 12:00 p.m. Eastern time. To attend and participate, shareholders as of Record Date will need a 16-digit control number, included either on your proxy form or voting instruction form, as applicable Notice of Meeting.

If you are not able to be participate at the Meeting, please exercise your right to by signing and returning the form of proxy or voting instruction form in the return envelope to the Company's registrar and transfer agent, Computershare Investor Services Inc. (“Computershare”) at their offices located at 100 University Avenue, 9th Floor, Toronto, ON M5J 2Y1, by mail, or by fax at 1-800-517-4553, or by email at www.investorvote.com no later than 12:00 p.m. (Eastern time) on June 18, 2025 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting.

You are cordially invited to attend our virtual Meeting, but whether or not you expect to attend (via the Internet), you are urged to read our Proxy Statement and to vote and submit your proxy by following the voting procedures described in Notice of Meeting the voting instruction form or on the proxy card, as applicable.

BY ORDER OF THE BOARD OF DIRECTORS

John R. McLernon

Chairman

May 12, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 20, 2025.

Our Notice of 2025 Annual Meeting of Shareholders, Proxy Statement and Annual Report to Shareholders are available on the Company’s website atwww.villagefarms.com in the Investors section under Shareholder Materials.

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