SunOpta (NASDAQ: STKL) SVP nets shares from PSU vesting

Rhea-AI Filing Summary

SunOpta Inc. senior vice president Lauren McNamara exercised 13,905 Performance Stock Units, receiving the same number of common shares. These units converted on a one-for-one basis into SunOpta common stock.

To cover income tax withholding on the vesting, the company withheld 6,453 common shares at $6.47 per share. After these transactions, McNamara directly holds 121,880 common shares. This total includes 1,318 shares previously purchased through the company’s Employee Stock Purchase Plan that had not been reported earlier. The filing reflects a compensation-related vesting and associated tax withholding rather than an open-market trade.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McNamara Lauren

(Last) (First) (Middle)

7078 SHADY OAK ROAD

(Street)

EDEN PRAIRIE MINNESOTA 55344

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [ STKL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Business Management

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/26/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/24/2026		M		13,905	A	(1)	128,333(3)	D
Common Shares	03/24/2026		F		6,453	D	$6.47(2)	121,880	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	03/24/2026		M			13,905	03/24/2026	03/24/2026	Common Shares	13,905	$0	0	D

Explanation of Responses:

1. Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock.

2. This line item reflects the deemed disposition of shares withheld by the Company to satisfy income tax withholding requirements in connection with the vesting of the PSUs.

3. This figure includes 1318 shares of common stock purchased through the Company's Employee Stock Purchase Plan that was not previously reported.

	/s/ Brett Koch attorney-in-fact	03/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did SunOpta (STKL) report for Lauren McNamara?

SunOpta reported that SVP Lauren McNamara exercised 13,905 Performance Stock Units into common shares. The filing also shows share withholding to cover taxes and updates her total direct holdings, reflecting routine equity compensation activity rather than an open-market trade.

How many SunOpta (STKL) shares did Lauren McNamara receive and withhold for taxes?

Lauren McNamara received 13,905 common shares from vested Performance Stock Units. Of these, 6,453 shares were withheld by the company at $6.47 per share to satisfy income tax obligations tied to the PSU vesting, leaving her with a net increase in directly held shares.

How many SunOpta (STKL) shares does Lauren McNamara hold after this Form 4/A?

After the reported transactions, Lauren McNamara directly holds 121,880 SunOpta common shares. This figure includes 1,318 shares acquired through the company’s Employee Stock Purchase Plan that had not been reported previously, providing a more complete picture of her total direct ownership.

Was the SunOpta (STKL) Form 4/A a market sale by Lauren McNamara?

No, the Form 4/A primarily reflects PSU vesting and tax withholding, not an open-market sale. Shares were withheld by the company to cover income tax requirements, which is a standard mechanism and differs from discretionary buying or selling on the open market.

What does the tax withholding transaction mean in the SunOpta (STKL) filing?

The tax withholding transaction shows 6,453 shares used to pay income taxes on vested PSUs. Instead of paying cash, shares are surrendered back to the company at a set price, reducing the insider’s gross share award but not representing a typical market sale.

What correction or update was disclosed in SunOpta (STKL) SVP Lauren McNamara’s holdings?

The filing notes that 1,318 common shares from the Employee Stock Purchase Plan were previously unreported. Including these ESPP shares in the updated total brings her direct ownership to 121,880 shares, improving accuracy of disclosed insider holdings for shareholders.