STOCK TITAN

SunOpta (NASDAQ: STKL) SVP cashes out options and units at $6.50

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SunOpta Inc. senior vice president of supply chain Justin Kobler reported dispositions of his equity in connection with the company’s acquisition. Under an Arrangement Agreement, Purchaser acquired all SunOpta common shares for $6.50 per share in cash. At the effective time, Kobler’s 40,949 common shares, 41,494 stock options with a $3.92 exercise price, 96,656 performance stock units and 31,480 restricted stock units were surrendered to the issuer for cash based on this consideration, and his reported holdings in these securities fell to zero.

Positive

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Negative

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Insights

Executive equity awards were cashed out at $6.50 per share in SunOpta’s go-private transaction.

The filing shows SunOpta being acquired under an Arrangement Agreement where all common shares are purchased for $6.50 per share in cash. For SVP Justin Kobler, this triggered the surrender of common shares, options, RSUs and performance units in exchange for cash.

Each RSU and eligible performance share unit converted into a cash payment equal to the $6.50 consideration per underlying share, subject to withholding. In-the-money stock options were paid out based on the excess of $6.50 over the $3.92 exercise price, while out-of-the-money awards were cancelled with no payment.

After these transactions, the filing shows no remaining common shares or derivative awards for Kobler, indicating his equity stake was fully settled as part of the acquisition closing. This is a standard outcome when a company is acquired for cash and all public equity is taken out.

Insider Kobler Justin
Role SVP, Supply Chain
Type Security Shares Price Value
Disposition Restricted Stock Unit (RSU) 31,480 $0.00 --
Disposition Performance Stock Units 96,656 $0.00 --
Disposition Stock Option (right to buy Common Stock) 41,494 $0.00 --
Disposition Common Stock 40,949 $0.00 --
Holdings After Transaction: Restricted Stock Unit (RSU) — 0 shares (Direct, null); Performance Stock Units — 0 shares (Direct, null); Stock Option (right to buy Common Stock) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)
Footnotes (1)
  1. Pursuant to the Arrangement Agreement (the "Arrangement Agreement"), dated as of February 6, 2026, by and among SunOpta Inc. ("SunOpta"), Pegasus BidCo B.V. ("Parent") and 2786694 Alberta Ltd. ("Purchaser"), Purchaser acquired all of SunOpta's issued and outstanding common shares in the capital of SunOpta (the "Common Shares") by way of a court-approved statutory plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Arrangement"). At the effective time of the Arrangement (the "Effective Time"), each of SunOpta's issued and outstanding Common Shares were transferred to Purchaser for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration"). Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. At the Effective Time, each restricted stock unit ("RSU") held by the reporting person was surrendered in exchange for, subject to any withholding, a cash payment equal to the Consideration in respect of each Common Share underlying such RSU. Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. Represents the number of performance share units ("PSUs") held by the reporting person that was determined pursuant to the Arrangement Agreement to be entitled to Consideration in the Arrangement. At the Effective Time, each of these PSUs was surrendered in exchange for, subject to any withholding, a cash payment equal to the Consideration in respect of each Common Share underlying such PSU. Each PSU that was not entitled to Consideration in the Arrangement was cancelled without any consideration. At the Effective Time, each stock option held by the reporting person was surrendered in exchange for, subject to any withholding, a cash payment equal to the amount (if any) by which the Consideration in respect of a Common Share underlying such stock option exceeds the exercise price of such stock option, multiplied by the number of Common Shares subject to such stock option. Each stock option with a per share exercise price greater than or equal to the Consideration was cancelled without any consideration.
Acquisition cash consideration $6.50 per share Cash paid for each SunOpta common share under Arrangement Agreement
Common shares disposed 40,949 shares SunOpta common stock surrendered by Justin Kobler at acquisition closing
Stock options disposed 41,494 options Options on common stock surrendered; exercise price $3.92 per share
Stock option exercise price $3.92 per share Exercise price of disposed stock options compared to $6.50 cash consideration
Performance stock units disposed 96,656 units Eligible PSUs surrendered for cash equal to $6.50 per underlying share
Restricted stock units disposed 31,480 units RSUs exchanged for $6.50 per underlying share in cash, subject to withholding
Post-transaction holdings 0 shares/options/units Total reported common and derivative holdings following acquisition-related dispositions
Arrangement Agreement regulatory
"Pursuant to the Arrangement Agreement (the "Arrangement Agreement"), dated as of February 6, 2026…"
An arrangement agreement is a legally binding plan that sets out the detailed terms and steps for a major corporate action—such as a merger, takeover, restructuring, or sale—and the approvals needed from shareholders, creditors and sometimes a court. It matters to investors because it determines who will own the company, how much they will receive, the timing and conditions for the deal to close, and the likelihood the transaction will actually happen; think of it as the project blueprint and checklist for a big corporate change.
statutory plan of arrangement regulatory
"…by way of a court-approved statutory plan of arrangement under Section 192 of the Canada Business Corporations Act…"
A statutory plan of arrangement is a formal, court‑approved legal process companies use to reorganize, merge, buy or change the rights of shareholders and creditors. Think of it like a referee‑backed roadmap that stakeholders vote on and a judge signs off so the deal can bind everyone, even those who disagree; investors care because it can change ownership, share value, voting rights and timelines for receiving cash or new securities.
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Performance Based Restricted Stock Unit financial
"Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of STKL common stock."
Consideration financial
"…for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration")."
stock option financial
"At the Effective Time, each stock option held by the reporting person was surrendered in exchange for…"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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*
Kobler Justin

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Supply Chain
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026D40,949D(1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)(2)05/01/2026D31,480 (3) (3)Common Stock31,480(3)0D
Performance Stock Units(4)05/01/2026D96,656 (5) (5)Common Stock96,656(5)0D
Stock Option (right to buy Common Stock)$3.9205/01/2026D41,49404/11/202604/11/2035Common Stock41,494(6)0D
Explanation of Responses:
1. Pursuant to the Arrangement Agreement (the "Arrangement Agreement"), dated as of February 6, 2026, by and among SunOpta Inc. ("SunOpta"), Pegasus BidCo B.V. ("Parent") and 2786694 Alberta Ltd. ("Purchaser"), Purchaser acquired all of SunOpta's issued and outstanding common shares in the capital of SunOpta (the "Common Shares") by way of a court-approved statutory plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Arrangement"). At the effective time of the Arrangement (the "Effective Time"), each of SunOpta's issued and outstanding Common Shares were transferred to Purchaser for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration").
2. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
3. At the Effective Time, each restricted stock unit ("RSU") held by the reporting person was surrendered in exchange for, subject to any withholding, a cash payment equal to the Consideration in respect of each Common Share underlying such RSU.
4. Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
5. Represents the number of performance share units ("PSUs") held by the reporting person that was determined pursuant to the Arrangement Agreement to be entitled to Consideration in the Arrangement. At the Effective Time, each of these PSUs was surrendered in exchange for, subject to any withholding, a cash payment equal to the Consideration in respect of each Common Share underlying such PSU. Each PSU that was not entitled to Consideration in the Arrangement was cancelled without any consideration.
6. At the Effective Time, each stock option held by the reporting person was surrendered in exchange for, subject to any withholding, a cash payment equal to the amount (if any) by which the Consideration in respect of a Common Share underlying such stock option exceeds the exercise price of such stock option, multiplied by the number of Common Shares subject to such stock option. Each stock option with a per share exercise price greater than or equal to the Consideration was cancelled without any consideration.
/s/ Brett Koch, attorney in fact05/04/2026
** Signature of Reporting PersonDate
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 does the SunOpta (STKL) Form 4 filing for Justin Kobler show?

The Form 4 shows SVP Justin Kobler disposed of SunOpta equity as part of an acquisition. His common shares, stock options, RSUs, and performance units were surrendered for cash based on a $6.50 per-share consideration, leaving no reported remaining holdings.

At what price were SunOpta (STKL) shares valued in this acquisition?

The acquisition valued each SunOpta common share at $6.50 in cash, subject to applicable withholdings. This price, defined as the consideration in the Arrangement Agreement, was used to cash out common shares, in-the-money stock options, RSUs, and eligible performance share units held by the executive.

How were Justin Kobler’s SunOpta stock options treated in the transaction?

Kobler’s stock options with a $3.92 exercise price were surrendered for cash. He received a payment equal to the excess of the $6.50 per-share consideration over the exercise price, multiplied by 41,494 option shares; underwater options received no payment and were cancelled.

What happened to SunOpta (STKL) restricted stock units in the acquisition?

Each restricted stock unit represented one SunOpta share and was surrendered at closing. For Justin Kobler, 31,480 RSUs were exchanged for cash payments equal to the $6.50 consideration per underlying share, subject to tax withholding, eliminating his RSU holdings.

How were SunOpta performance stock units handled for Justin Kobler?

Performance stock units that qualified under the Arrangement Agreement were cashed out. Kobler had 96,656 such PSUs exchanged for cash at $6.50 per underlying share, subject to withholding, while any non-qualifying PSUs were cancelled without consideration, according to the filing footnotes.

Does Justin Kobler hold any SunOpta shares after the acquisition?

The filing reports zero shares remaining after the transactions. His 40,949 common shares, plus all listed stock options, RSUs, and qualifying performance units, were surrendered for cash at the acquisition’s $6.50 per-share consideration, leaving no reported continuing equity position.