Refresco to buy SunOpta (NASDAQ: STKL) for US$6.50 after 98% vote

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SunOpta Inc. shareholders approved the proposed acquisition of the company by an affiliate of Refresco Holding B.V. for US$6.50 per share in cash under a court-approved plan of arrangement.

The arrangement resolution received support from 98.06% of votes cast, and an advisory executive compensation proposal related to the transaction was approved by 82.45% of votes cast. The deal remains subject to remaining regulatory clearances or approvals, approval by the Ontario Superior Court of Justice, and other customary closing conditions, with a court hearing scheduled for April 22, 2026.

Positive

Shareholder approval of cash acquisition: SunOpta shareholders approved a proposed acquisition by an affiliate of Refresco at US$6.50 per share in cash, providing a defined liquidity event if the transaction closes.
Strong voting support: The arrangement resolution received support from 98.06% of votes cast, and the advisory executive compensation proposal related to the deal was approved by 82.45% of votes cast, indicating broad shareholder backing.

Negative

Closing still subject to conditions: The arrangement remains contingent on remaining regulatory clearances or approvals, a final order from the Ontario Superior Court of Justice, availability of Refresco’s financing, and other customary conditions, so there is a risk the transaction could be delayed or may not close.
Risk of adverse outcomes if the deal fails: The forward-looking statements highlight that termination of the arrangement agreement could affect SunOpta’s share price and may trigger a termination fee payable to Refresco, and that deal uncertainty could disrupt operations, relationships, and employee retention.

Insights

SunOpta shareholders back cash sale to Refresco at US$6.50 per share.

SunOpta Inc. shareholders approved a cash acquisition by an affiliate of Refresco Holding B.V. at US$6.50 per share through a statutory arrangement under the Canada Business Corporations Act. The arrangement resolution passed with 98.06% of votes cast, indicating very broad support among voting shareholders.

An advisory proposal on potential executive compensation tied to the transaction was also approved, with 82.45% of votes in favor, suggesting shareholders are generally comfortable with the contemplated payouts. Completion still depends on remaining regulatory clearances or approvals, a final order from the Ontario Superior Court of Justice on April 22, 2026, and other customary conditions.

For investors, this transaction, if completed, converts their equity into a fixed cash amount, effectively ending SunOpta’s public-company status. Actual closing timing and outcome will depend on the court process, regulatory reviews and availability of Refresco’s financing as outlined in the detailed risk factors.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Cash consideration per share: US$6.50 per share Arrangement approval margin: 98.06% of votes cast Executive compensation approval: 82.45% of votes cast +4 more

7 metrics

Cash consideration per share US$6.50 per share Proposed acquisition price in Refresco transaction

Arrangement approval margin 98.06% of votes cast Support for arrangement at special meeting

Executive compensation approval 82.45% of votes cast Advisory vote on transaction-related executive compensation

Common shares outstanding 118,372,041 common shares Entitled to vote as of March 10, 2026 record date

Special shares outstanding 2,932,453 special shares Entitled to vote as of March 10, 2026 record date

Shares represented at meeting 96,969,032 shares About 80% of outstanding voting shares present or by proxy

Court hearing time April 22, 2026 at 9:30 a.m. ET Ontario Superior Court of Justice final order hearing

Key Terms

Arrangement, plan of arrangement, Canada Business Corporations Act, forward-looking statements, +2 more

6 terms

Arrangement regulatory

"approving a statutory arrangement (the "Arrangement") pursuant to Section 192 of the Canada Business Corporations Act"

An arrangement is a formal agreement or structured plan between two or more parties that spells out who will do what, when, and under what conditions for a transaction or ongoing relationship. For investors it matters because arrangements set the practical rules that drive cash flow, ownership, risk and timing—like a blueprint or recipe for how a deal will play out—so understanding them helps predict a company’s future value and potential surprises.

plan of arrangement regulatory

"pursuant to the previously-announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement")"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

Canada Business Corporations Act regulatory

"approving a statutory arrangement pursuant to Section 192 of the Canada Business Corporations Act"

A federal Canadian law that sets the rules for forming, running and dissolving corporations incorporated under federal jurisdiction. It covers basic things like how boards and shareholders make decisions, what records must be kept, and rules for mergers and share transfers. Investors care because it defines their legal rights, how companies are governed and how corporate actions (like takeovers or dividend changes) are approved—think of it as the rulebook that shapes how their ownership is protected and how value is created or changed.

forward-looking statements regulatory

"Certain statements in this press release concerning the Arrangement ... are "forward-looking" statements based on assumptions currently believed to be valid"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

termination fee financial

"SunOpta may be required to pay a termination fee in accordance with the Arrangement Agreement to Refresco"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

antitrust laws regulatory

"risks that the parties fail to receive required approvals or clearances under remaining applicable antitrust laws"

Understanding 8-K Material Events →

04/17/2026 - 08:15 AM

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): April 16, 2026

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada	001-34198	Not Applicable
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

7078 Shady Oak Road
Eden Prairie, Minnesota, 55344
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (952) 820-2518

Not Applicable
(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 Symbols	Name of each exchange on which registered
Common Shares	STKL	The Nasdaq Stock Market LLC
Common Shares	SOY	The Toronto Stock Exchange

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 16, 2026, SunOpta Inc. (the "Company" or "SunOpta") held a special meeting (the "Shareholder Meeting") of the holders (the "Company Shareholders") of common shares (the "Common Shares") in the capital of SunOpta and the holders (together with the Company Shareholders, the "Voting Shareholders") of special shares (the "Special Shares" and, together with the Common Shares, the "Shares") in the capital of SunOpta. The Shareholder Meeting was held in connection with the arrangement agreement (the "Arrangement Agreement") dated February 6, 2026, among the Company, Pegasus BidCo B.V. ("Parent"), and 2786694 Alberta Ltd. ("Purchaser").

As of the close of business on March 10, 2026, the record date for the Shareholder Meeting, there were 118,372,041 Common Shares and 2,932,453 Special Shares issued and outstanding and entitled to vote. A total of 96,969,032 Shares, representing approximately 80% of the outstanding Shares entitled to vote at the Shareholder Meeting, were present virtually or represented by proxy, constituting a quorum.

Our scrutineer reported the vote of the Voting Shareholders as follows:

Proposal 1: The Arrangement Resolution: To consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated March 16, 2026, and, if deemed advisable, to pass, with or without variation, a resolution (the "Arrangement Resolution"), approving a statutory arrangement (the "Arrangement") pursuant to Section 192 of the Canada Business Corporations Act upon the terms and conditions set out in the Arrangement Agreement, pursuant to which Purchaser will acquire all of the outstanding Common Shares of SunOpta.

The Arrangement Resolution was approved with the following votes:

Votes For	Votes Against	Abstentions
95,088,870	1,728,826	151,336

Proposal 2: The Executive Compensation Proposal: To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the consummation of the Arrangement (the "Executive Compensation Proposal").

The Executive Compensation Proposal was approved with the following votes:

Votes For	Votes Against	Abstentions
79,953,814	16,874,482	140,736

ITEM 7.01. REGULATION FD DISCLOSURE

On April 17, 2026, the Company issued a press release related to the results of the Shareholder Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including but not limited to Exhibit 99.1 attached hereto, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description

99.1	Press Release, dated April 17, 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.

SUNOPTA INC.


By	/s/ Chris McCullough

	Chris McCullough
	General Counsel and Corporate Secretary


Date	April 17, 2026

Exhibit 99.1

FOR IMMEDIATE RELEASE

SUNOPTA ANNOUNCES SHAREHOLDER APPROVAL OF PROPOSED ACQUISITION BY REFRESCO

Minneapolis, Minnesota - April 17, 2026 - SunOpta Inc. ("SunOpta" or the "Company") (Nasdaq: STKL) (TSX: SOY), a North American supply chain solutions provider, today announced that its shareholders approved the proposed acquisition of the Company by an affiliate of Refresco Holding B.V. ("Refresco") for US$6.50 per share in cash pursuant to the previously-announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement") at the Company's special meeting of shareholders held on April 16, 2026.

The Arrangement was approved by 98.06% of the votes cast at the special meeting, and a non-binding, advisory executive compensation proposal was approved by 82.45% of the votes cast at the special meeting. Additional information about the special meeting and voting results will be filed under SunOpta's SEDAR+ profile at www.sedarplus.ca and on EDGAR on a Current Report on Form 8-K at www.sec.gov.

The closing of the Arrangement is subject to remaining regulatory clearance or approval, approval by the Ontario Superior Court of Justice, and the satisfaction or waiver of other customary closing conditions. The hearing for the final order to approve the Arrangement before the Ontario Superior Court of Justice is scheduled to be held on April 22, 2026 at 9:30 a.m. (Eastern Time).

About SunOpta

SunOpta (Nasdaq: STKL) (TSX: SOY) delivers customized supply chain solutions and innovation for top brands, retailers and foodservice providers across a broad portfolio of beverages, broths and better-for-you snacks. With over 50 years of expertise, SunOpta fuels customers' growth with high-quality, sustainability-forward solutions distributed through retail, club, foodservice and e-commerce channels across North America. For more information, visit www.sunopta.com or follow us on LinkedIn.

Forward-Looking Statements

Certain statements in this press release concerning the Arrangement, including any statements regarding the reasons for, and the anticipated benefits of, the Arrangement; the timing of various steps to be completed in connection with the Arrangement; the timing and effects of the Arrangement; and any other statements regarding SunOpta's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely," "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, (1) risks related to the consummation of the Arrangement, including (a) the risks that the parties fail to receive required approvals or clearances under remaining applicable antitrust laws, (b) the risk that any other condition to closing may not be satisfied, (c) the risk that the closing of the Arrangement might be delayed or not occur at all, (d) the possibility that SunOpta fails to obtain the final order in respect of the Arrangement from the court on the expected timeline, or at all, (e) the risk that all or part of Refresco's financing may not become available, or (f) the possibility that the Arrangement may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (2) the risk of any event, change or other circumstance that could give rise to the termination of that certain Arrangement Agreement dated as of February 6, 2026, among SunOpta, Pegasus BidCo B.V., a private company with limited liability incorporated under the laws of the Netherlands and 2786694 Alberta Ltd., a corporation formed under the laws of the Province of Alberta (the "Arrangement Agreement") and the effects that any termination of the Arrangement Agreement may have on SunOpta and its business, including the risk that the price of the Company's common shares may decline significantly if the Arrangement is not completed, or the risk that either Refresco or SunOpta may terminate the Arrangement Agreement and SunOpta may be required to pay a termination fee in accordance with the Arrangement Agreement to Refresco; (3) the effects that the announcement or pendency of the Arrangement may have on SunOpta and its business, including the risks that as a result (a) SunOpta's business, operating results or share price may suffer, (b) SunOpta's current plans and operations may be disrupted, (c) SunOpta's ability to retain or recruit key employees may be adversely affected, (d) SunOpta's business relationships (including, customers and suppliers) may be adversely affected, or (e) SunOpta's management's or employees' attention may be diverted from other important matters; (4) the effect of limitations that the Arrangement Agreement places on SunOpta's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the risk of any litigation relating to the Arrangement; (6) the risk of changes in governmental regulations or enforcement practices; and (7) the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Arrangement.

Additional factors that could cause results to differ materially from those described above can be found in the "Risk Factors" sections of SunOpta's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Qs, and other documents filed with the Securities and Exchange Commission and the Canadian Securities Administrators, copies of which can be found under SunOpta's profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. SunOpta disclaims any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Contacts:

Investor Relations:

Reed Anderson

ICR

646-277-1260

reed.anderson@icrinc.com

Media Relations:

Claudine Galloway

SunOpta
952-295-9579
press.inquiries@sunopta.com

Source: SunOpta Inc.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did SunOpta (STKL) shareholders just approve?

SunOpta shareholders approved a proposed acquisition of the company by an affiliate of Refresco Holding B.V. for US$6.50 per share in cash. The deal will proceed under a statutory plan of arrangement governed by the Canada Business Corporations Act, subject to remaining approvals and closing conditions.

At what price is Refresco proposing to acquire SunOpta (STKL)?

The proposed acquisition values SunOpta at US$6.50 per share in cash. Shareholders would receive this fixed cash amount for each share upon closing of the arrangement, replacing their public equity stake, provided all court, regulatory and other customary closing conditions are satisfied.

How strong was shareholder support for the SunOpta (STKL) acquisition?

Support was very strong: the arrangement was approved by 98.06% of votes cast at the special meeting. A related, non-binding advisory vote on potential executive compensation tied to the deal also passed, receiving approval from 82.45% of the shares voted at the meeting.

What approvals are still required before the SunOpta (STKL) and Refresco deal can close?

The transaction still requires remaining regulatory clearances or approvals and a final order from the Ontario Superior Court of Justice. The court hearing for the final order is scheduled for April 22, 2026, and other customary closing conditions and financing requirements also need to be satisfied or waived.

How many SunOpta (STKL) shares were eligible and voted at the special meeting?

As of the record date, 118,372,041 common shares and 2,932,453 special shares were outstanding and entitled to vote. At the meeting, 96,969,032 shares, or about 80% of the outstanding voting shares, were present virtually or represented by proxy, forming a quorum.

What are the main risks mentioned regarding the SunOpta (STKL) arrangement with Refresco?

Key risks include failure to obtain required antitrust and court approvals, delays or inability to close, potential unavailability of Refresco’s financing, possible termination of the arrangement agreement, termination fees, deal-related litigation, and operational disruptions or relationship impacts during the pendency of the transaction.

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 EXHIBIT 99.1 10.0 KB