STOCK TITAN

SunOpta (NASDAQ: STKL) director equity cashed out at $6.50 per share

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

Rhea-AI Filing Summary

SunOpta Inc. director Leslie Starr Keating reported disposing of her equity in connection with the company’s acquisition. All 148,311 shares of Common Stock were transferred to a purchaser entity under a court-approved plan of arrangement for $6.50 per share in cash, before withholdings.

In addition, 39,740 Restricted Stock Units, each representing one common share, were surrendered for cash based on the same $6.50 consideration per underlying share, subject to any withholding. 5,830 stock options with a $3.25 exercise price were also surrendered for a cash payment equal to the difference between $6.50 and the exercise price, multiplied by the number of option shares, while any options with exercise prices at or above $6.50 were cancelled without payment. Following these transactions, the filing shows Keating with no remaining SunOpta common shares or related derivative awards.

Positive

  • None.

Negative

  • None.
Insider KEATING LESLIE STARR
Role null
Type Security Shares Price Value
Disposition Restricted Stock Unit (RSU) 39,740 $0.00 --
Disposition Stock Option (right to buy Common Stock) 5,830 $0.00 --
Disposition Common Stock 148,311 $0.00 --
Holdings After Transaction: Restricted Stock Unit (RSU) — 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. 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.
Common shares disposed 148,311 shares Transferred for $6.50 cash per share in arrangement
Cash consideration per share $6.50 per share Paid for each SunOpta common share in acquisition
RSUs surrendered 39,740 units Each RSU exchanged for $6.50 cash per underlying share
Options surrendered 5,830 options Stock options with $3.25 exercise price settled for cash
Option exercise price $3.25 per share Exercise price of surrendered stock options
statutory plan of arrangement regulatory
"by way of a court-approved statutory plan of arrangement under Section 192"
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.
Consideration financial
"for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration")"
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share"
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.
Canada Business Corporations Act regulatory
"under Section 192 of the Canada Business Corporations Act (the "Arrangement")"
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.
stock option financial
"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*
KEATING LESLIE STARR

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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 Stock05/01/2026D148,311D(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)05/01/2026D39,740 (3) (3)Common Stock39,740(3)0D
Stock Option (right to buy Common Stock)$3.2505/01/2026D5,83005/08/202105/08/2030Common Stock5,830(4)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. 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 did SunOpta (STKL) director Leslie Starr Keating report in this Form 4?

Leslie Starr Keating reported disposing of all her SunOpta equity. She transferred 148,311 common shares and surrendered related RSUs and stock options as part of a cash acquisition at $6.50 per share under a court-approved plan of arrangement.

How many SunOpta (STKL) common shares were affected and at what cash price?

A total of 148,311 SunOpta common shares held by the director were transferred. Each share was exchanged for $6.50 in cash, before applicable withholdings, as part of a statutory plan of arrangement tied to SunOpta’s acquisition by a purchaser entity.

What happened to Leslie Starr Keating’s SunOpta (STKL) RSUs in this transaction?

All 39,740 Restricted Stock Units held by the director were surrendered. Each RSU, representing one common share, was exchanged for a cash payment equal to the $6.50 per-share consideration, subject to any withholding, at the effective time of the arrangement transaction.

How were SunOpta (STKL) stock options treated in the acquisition?

Stock options with a $3.25 exercise price were surrendered for cash equal to $6.50 minus $3.25, multiplied by 5,830 option shares. Any SunOpta options with exercise prices at or above the $6.50 consideration were cancelled without any cash payment to the holder.

Does Leslie Starr Keating retain any SunOpta (STKL) shares or options after the deal?

According to the filing, she holds zero common shares and zero derivative securities after the transaction. Her common shares, RSUs, and stock options were either cashed out based on the $6.50 consideration or cancelled without payment as part of the acquisition structure.

What transaction structure led to these SunOpta (STKL) share dispositions?

The changes resulted from a court-approved statutory plan of arrangement under the Canada Business Corporations Act. A purchaser entity acquired all issued and outstanding SunOpta common shares, paying $6.50 per share in cash, and settling or cancelling related RSUs and stock options accordingly.