Village Farms International (VFF) risk factors, FY2025 10-K

Village Farms International's FY2025 10-K, filed Mar 12, 2026, lists 69 risk factors. Against the prior year's 74: 8 new, 13 dropped, 29 substantially reworded.

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Risk factors listed
690 groups
New this year
8vs 74 last year
Dropped
13since the prior 10-K
Substantially reworded
29of those kept
Section length
23k wordsItem 1A

What the changes say

  • A new U.S. law effective November 12, 2026 could eliminate most BHB hemp-derived THC products.

What changed since the prior 10-K

New

  • New

    Our international expansion, including Leli, may heighten our operational risks

    Expanding internationally, including through Leli, could increase operational complexity, financing needs, debt refinancing risk, and customer-retention challenges.

  • New

    Legal and Regulatory Risks Factors

    Changing cannabis and CBD laws, licensing, marketing, supplier, trade, and banking restrictions could disrupt Canadian, Dutch, and U.S. cannabis operations.

  • New

    liability and such damages were not covered by insurance or were in excess of policy limits, we may be exposed to material uninsured liabilities that could impede liquidity, profitability, or solvency

    Disasters and crop losses could create major uninsured costs because facilities may have high deductibles and the company carries no crop-loss insurance.

  • New

    The legal cannabis and hemp-derived CBD industries are relatively new and may be materially adversely affected by potential legal and regulatory changes

    The young Canadian, U.S., and Dutch cannabis and CBD markets require investment while scientific evidence on cannabis safety, benefits, and dosing remains limited.

  • New

    choose to pursue personal cultivation, there could be significant competition from individual growers for our Canadian cannabis segment products

    Illegal operators, high regulated-market costs, taxes, retail restrictions, and possible personal cultivation could divert consumers from Canadian cannabis products.

  • New

    Although we believe that we operate in a manner that is respectful to all stakeholders and that we take care in protecting our image and reputation, we do not ultimately have direct control over how we or the cannabis or CBD industry is perceived by others

    Negative perceptions of Village Farms or the cannabis and CBD industries could reduce investor confidence, harm community relations, and delay projects.

  • New

    LEGAL AND REGULATORY RISK FACTORS

    The November 2025 Appropriations Act will apply a total-THC standard and 0.4-milligram container limit, potentially eliminating most BHB products after November 12, 2026.

  • New

    As of March 6, 2026, 15,298,900 of the 2023 Common Warrants (as defined in “2023 Equity Offering”) were still outstanding. The 2023 Common Warrants expire on July 30, 2028

    Outstanding warrants, options, RSUs, and future awards could dilute shareholders; 15.3 million 2023 Common Warrants remain outstanding through July 2028.

Dropped

  • Dropped

    We will need additional financing to maintain and further develop our business

    Additional financing, internal-control weaknesses, debt use, and refinancing could threaten business development and shareholder confidence.

  • Dropped

    A rise in interest rates would increase our debt service costs and negatively impact our cash flows, as well as add additional burden on our ability to meet our bank covenants

    Higher interest rates could increase debt-service costs, reduce cash flow, and pressure bank-covenant compliance.

  • Dropped

    We have identified material weaknesses in our internal controls over financial reporting. If we fail to remediate the deficiencies in a timely manner, or at all, our shareholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our Common Shares

  • Dropped

    risks as we grow internationally. See “—Our international expansion, including through Leli, may increase our operational risks.” below

  • Dropped

    The legal cannabis and hemp-derived CBD industries are relatively new, and we cannot predict whether they will continue to grow as anticipated

  • Dropped

    could arise even if the adverse effects associated with cannabis or cannabinoid products resulted from consumers’ failure to use such products legally, appropriately, or as directed

  • Dropped

    hemp industry, this could cause our customers to lose confidence in our products, which could have a material and adverse effect on our business, financial condition and results of operations

  • Dropped

    business, results of operations and financial condition. Furthermore, governmental authorities may change their administration, application, or enforcement procedures at any time, which may adversely impact our ongoing costs relating to regulatory compliance

  • Dropped

    proceeding or action could hurt our reputation, force us to spend significant amounts to defend our practices, distract our management or otherwise have an adverse effect on our business

    Unremediated material weaknesses in financial reporting controls could undermine shareholder confidence and harm the share price.

  • Dropped

    In addition, we are situated in the Texas “oil and gas patch” and finding and retaining farm workers at affordable rates is an ongoing challenge. Any shortage of such labor could restrict our ability to operate our greenhouses profitably, or at all

  • Dropped

    We rely on third-party distributors

  • Dropped

    Our Common Shares may be delisted from the Nasdaq Capital Market if we do not regain compliance with the minimum bid price requirements by April 16, 2025

  • Dropped

    We expect that the cost of our debt could increase as a result of higher interest rates

    International growth could exceed capacity or face regulatory-approval delays and quality-control or health concerns.

Reworded

  • 100% rewritten

    The ability of our Canadian cannabis companies to sell cannabis may be restricted by the Canadian Free Trade Agreement

    The risk now specifically identifies Canada Free Trade Agreement Article 1206 negotiations as potentially restricting interprovincial cannabis sales.

  • 100% rewritten

    We may be subject to product liability claims

    Product-liability language is replaced with risks concerning Internet regulation, environmental compliance, labor availability, PFIC status, and transfer pricing.

  • 86% rewritten

    We may be unable to manage our growth successfully

    The growth risk now adds international expansion and possible inability to meet Canadian and U.S. cannabis demand.

  • 83% rewritten

    Our operations are dependent on labor availability which includes accessing government sponsored foreign labor programs in Canada

    The discussion adds union-organizing costs and attention demands while omitting prior Texas cross-border labor and H-2A details.

    Was: Our operations are dependent on labor availability which includes accessing government sponsored foreign labor programs in both the United States and Canada

  • 79% rewritten

    Future issuances or sales of our Common Shares could cause our share price to fall and may dilute your common shares

    The dilution example now omits ATM sales and 2024 issuance, while retaining the 18.35 million shares and warrants issued in 2023.

  • 75% rewritten

    Retail consolidation in the markets in which we participate and reliance on third-party distributors may negatively affect our operations and profitability

    The focus shifts from produce-customer concentration and retail consolidation to three provincial cannabis boards representing 82% of branded sales in 2025.

    Was: Retail consolidation in the markets in which we participate may negatively affect our operations and profitability

  • 64% rewritten

    Our operations are subject to natural catastrophes

    The storm discussion adds 2021 Texas outages and electricity-price increases, plus fixed contracts and improved backup systems.

  • 63% rewritten

    Our U.S. marketing programs use customer information and other personal and confidential information as well as digital communications, which may subject us to liability if we misuse this information

    The risk narrows from broader marketing programs to current and future U.S. marketing programs using personal information.

    Was: Our marketing programs use customer information and other personal and confidential information as well as digital communications, which may subject us to liability if we misuse this information

  • 60% rewritten

    CBD is an active ingredient in drug products that have been approved or authorized for investigation by the FDA and therefore, under FDA’s current position, cannot be used in dietary supplements or as a food additive

  • 54% rewritten

    Our cannabis operations are subject to laws, regulations and guidelines related to the cannabis industry

    Was: Our cannabis operations in Canada are subject to laws, regulations and guidelines related to the cannabis industry

  • 53% rewritten

    Our cannabis operations in Canada are subject to Canadian supplier standards

  • 51% rewritten

    Our Canadian Cannabis business has been negatively affected in prior years, and could be impacted by cannabis supply and demand fluctuations

    Was: Our Canadian Cannabis business has been negatively affected by and may continue to be impacted by cannabis supply and demand fluctuations

  • 49% rewritten

    There can be no assurance that our previous, current or potential future acquisitions, joint ventures, investments or expansions of scope of existing relationships will have a beneficial impact on our business, financial condition and results of operations

  • 47% rewritten

    We may be exposed to transfer pricing risks

  • 47% rewritten

    We cannot predict when, if ever, cannabis will be federally legal in the United States and any rescheduling of U.S. Schedule I cannabis to Schedule III would have an uncertain impact on our business

  • 46% rewritten

    We may be negatively affected by the use of third-party transportation services for our products

  • 42% rewritten

    We face significant competition in the cannabis industry

  • 37% rewritten

    We may suffer from uninsured and underinsured losses

  • 32% rewritten

    We will need additional financing to further develop our business

  • 31% rewritten

    Our Canadian, Dutch and U.S. Cannabis businesses are subject to cannabis-related security breaches, which could result in significant losses

    Was: Our Canadian and U.S. Cannabis businesses are subject to cannabis-related security breaches, which could result in significant losses

  • 30% rewritten

    Inflation may continue to rise and increase our operating costs

  • 30% rewritten

    We face risks associated with cross-border trade and the potential for tariffs and other trade restrictions

  • 29% rewritten

    We face risks inherent in an agricultural business

  • 28% rewritten

    Our Canadian and Dutch operations require licenses to grow, store and sell cannabis

    Was: Our cannabis operations require licenses to grow, store and sell cannabis

  • 28% rewritten

    We may be negatively affected by unfavorable publicity, adverse scientific findings and/or negative consumer perception of cannabis

  • 23% rewritten

    Our international expansion, including through Leli, may increase our operational risks

  • 23% rewritten

    We are subject to restrictive covenants under our Credit Facilities

  • 21% rewritten

    The exercise of all or any number of outstanding stock options, the award of any additional options, restricted stock units or other stock-based awards or any issuance of shares to raise funds or acquire a business may dilute your Common Shares

  • 20% rewritten

    We may be unable to maintain profitability or continue future growth

    Was: We may be unable to regain profitability or achieve future growth

All 69 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Our international expansion, including Leli, may heighten our operational risksNew
  2. 02Legal and Regulatory Risks FactorsNew
  3. 03We may be subject to product liability claims100% rewritten
  4. 04We may be unable to maintain profitability or continue future growth20% rewritten
  5. 05We are dependent on the success of our Canadian Cannabis business which has a limited operating history in the cannabis industry
  6. 06Our international expansion, including through Leli, may increase our operational risks23% rewritten
  7. 07There can be no assurance that our previous, current or potential future acquisitions, joint ventures, investments or expansions of scope of existing relationships will have a beneficial impact on our business, financial condition and results of operations49% rewritten
  8. 08There can be no assurance that future mergers, acquisitions, divestitures, alliances, joint ventures, investments or other strategic transactions will be consummated or have a positive impact on our business, prospects, financial condition, or results of operations
  9. 09We will need additional financing to further develop our business32% rewritten
  10. 10We face risks associated with the use of debt, including refinancing risk
  11. 11Our success depends on our ability to attract and retain customers. There are many factors which could impact our ability to attract and retain customers, including but not limited to the ability to continually grow and distribute desirable produce and cannabis
  12. 12We are subject to restrictive covenants under our Credit Facilities23% rewritten
  13. 13Our operations require certain key inputs, including raw materials and energy, and we are subject to their costs, tariffs, and potential supply disruptions
  14. 14We may be unable to manage our growth successfully86% rewritten
  15. 15Our operations are subject to natural catastrophes64% rewritten
  16. 16We may suffer from uninsured and underinsured losses37% rewritten
  17. 17liability and such damages were not covered by insurance or were in excess of policy limits, we may be exposed to material uninsured liabilities that could impede liquidity, profitability, or solvencyNew
  18. 18Our business and operating results rely on effective quality control
  19. 19Our products may be subject to recalls
  20. 20Our competitive position may be affected by technological advances
  21. 21We face risks related to intellectual property
  22. 22We may be negatively affected by the use of third-party transportation services for our products46% rewritten
  23. 23We face risks inherent in an agricultural business29% rewritten
  24. 24The legal cannabis and hemp-derived CBD industries are relatively new and may be materially adversely affected by potential legal and regulatory changesNew
  25. 25Our Canadian Cannabis business has been negatively affected in prior years, and could be impacted by cannabis supply and demand fluctuations51% rewritten
  26. 26Retail consolidation in the markets in which we participate and reliance on third-party distributors may negatively affect our operations and profitability75% rewritten
  27. 27We face significant competition in the cannabis industry42% rewritten
  28. 28choose to pursue personal cultivation, there could be significant competition from individual growers for our Canadian cannabis segment productsNew
  29. 29Increasing legalization of cannabis and rapid growth and consolidation in the cannabis and CBD industries may further intensify competition
  30. 30We may be negatively affected by unfavorable publicity, adverse scientific findings and/or negative consumer perception of cannabis28% rewritten
  31. 31Although we believe that we operate in a manner that is respectful to all stakeholders and that we take care in protecting our image and reputation, we do not ultimately have direct control over how we or the cannabis or CBD industry is perceived by othersNew
  32. 32Our Canadian, Dutch and U.S. Cannabis businesses are subject to cannabis-related security breaches, which could result in significant losses31% rewritten
  33. 33We face risks associated with cross-border trade and the potential for tariffs and other trade restrictions30% rewritten
  34. 34Our revenues may be impacted by fluctuating demand for our products
  35. 35We may be negatively affected by the customer and vendor credit risk
  36. 36Third parties with whom we contract may be concerned about their reputational risks in respect of cannabis
  37. 37LEGAL AND REGULATORY RISK FACTORSNew
  38. 38We cannot predict when, if ever, cannabis will be federally legal in the United States and any rescheduling of U.S. Schedule I cannabis to Schedule III would have an uncertain impact on our business47% rewritten
  39. 39Our Canadian and Dutch operations require licenses to grow, store and sell cannabis28% rewritten
  40. 40Our cannabis operations are subject to laws, regulations and guidelines related to the cannabis industry54% rewritten
  41. 41Our cannabis operations in Canada are subject to marketing restrictions under the Cannabis Act
  42. 42Our cannabis operations in Canada are subject to Canadian supplier standards53% rewritten
  43. 43The ability of our Canadian cannabis companies to sell cannabis may be restricted by the Canadian Free Trade Agreement100% rewritten
  44. 44Uncertainty in the laws, regulations and guidelines governing cannabis, U.S. hemp or CBD derived products has adversely impacted our business, and may continue to do so in the future
  45. 45Restricted access to banking, including anti-money laundering laws and regulations may adversely impact our business
  46. 46Our U.S. Cannabis business is subject to FDA and USDA regulation
  47. 47CBD is an active ingredient in drug products that have been approved or authorized for investigation by the FDA and therefore, under FDA’s current position, cannot be used in dietary supplements or as a food additive60% rewritten
  48. 48Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business, financial condition, and results of operations
  49. 49We are subject to environmental, health and safety, and other governmental regulations and we may incur material expenses in order to comply with these regulations
  50. 50Our greenhouse produce business is subject to extensive regulations
  51. 51We may experience environmental, health and safety incidents
  52. 52The controversy surrounding vaporizers and vaporizer products may materially and adversely affect the market for vaporizer products and expose us to litigation and additional regulation
  53. 53Future research may lead to findings that vaporizers, electronic cigarettes and related products are not safe for their intended use
  54. 54Our U.S. marketing programs use customer information and other personal and confidential information as well as digital communications, which may subject us to liability if we misuse this information63% rewritten
  55. 55Our operations are dependent on labor availability which includes accessing government sponsored foreign labor programs in Canada83% rewritten
  56. 56Our operations depend on our key executives
  57. 57We may be exposed to transfer pricing risks47% rewritten
  58. 58Changes in tax treatment of companies engaged in e-commerce could materially affect our financial condition and results of operations
  59. 59VF Canada GP and VF Canada LP may be deemed to maintain a U.S. permanent establishment for tax purposes
  60. 60Our market price of our Common Shares has been and is likely to continue to be volatile and an investment in our Common Shares could suffer a decline in value
  61. 61Future issuances or sales of our Common Shares could cause our share price to fall and may dilute your common shares79% rewritten
  62. 62As of March 6, 2026, 15,298,900 of the 2023 Common Warrants (as defined in “2023 Equity Offering”) were still outstanding. The 2023 Common Warrants expire on July 30, 2028New
  63. 63Certain Canadian laws could delay or deter a change of control
  64. 64The exercise of all or any number of outstanding stock options, the award of any additional options, restricted stock units or other stock-based awards or any issuance of shares to raise funds or acquire a business may dilute your Common Shares21% rewritten
  65. 65We do not expect to pay dividends for the foreseeable future
  66. 66We face risks related to cyber security attacks and other incidents
  67. 67Inflation may continue to rise and increase our operating costs30% rewritten
  68. 68It may be difficult for non-Canadian investors to obtain and enforce judgments against us because of our Canadian incorporation and presence
  69. 69The effect of sanctions and an escalation of the conflict in Ukraine may further disrupt supply chains and adversely impact our business

Other Village Farms International 10-Ks

  • FY2024 10-K risk factors
    74 risks

    Company faces risks from financing needs and material internal control weaknesses, Canadian and US cannabis market volatility, agricultural production hazards, and extensive regulatory dependencies.

    Filed Mar 13, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.