All SunOpta (STKL) CEO shares and awards converted to $6.50 cash in buyout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SunOpta Inc. CEO Brian W. Kocher reported the disposition of all his equity interests in connection with SunOpta’s acquisition by Pegasus BidCo B.V. and 2786694 Alberta Ltd. Under a court-approved plan of arrangement, each common share was transferred to the purchaser for $6.50 per share in cash, less withholdings.
Holdings disposed included 84,000 common shares held indirectly through the Brian W Kocher Revocable Trust, additional directly held common shares, stock options, performance stock units and restricted stock units. Each RSU and eligible PSU was surrendered for a cash payment based on the $6.50 per-share consideration, while in-the-money stock options were cashed out at the difference between that consideration and their exercise price. Following these transactions, the filing shows no remaining shares or equity awards for the CEO.
Positive
- None.
Negative
- None.
Insights
CEO’s entire SunOpta equity is cashed out at $6.50 per share as buyout closes.
This Form 4 reflects the closing of SunOpta’s sale via a court-approved plan of arrangement. The CEO’s common shares, options, RSUs and performance stock units were all converted into cash based on a fixed $6.50 per-share consideration, with out-of-the-money awards cancelled.
Because all public shareholders are treated on the same economic terms, these insider dispositions are mechanical rather than discretionary trading. The filing also shows no remaining derivative positions for the CEO, consistent with SunOpta no longer having publicly traded common shares after completion of the transaction.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Kocher Brian W
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit (RSU) | 141,007 | $0.00 | -- |
| Disposition | Performance Stock Units | 676,595 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 230,804 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 216,660 | $0.00 | -- |
| Disposition | Common Stock | 213,211 | $0.00 | -- |
| Disposition | Common Stock | 84,000 | $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);
Common Stock — 0 shares (Indirect, By Trust)
Footnotes (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. The Brian W Kocher Revocable Trust UAD December 23, 2014, for which the reporting person is the co-trustee with his spouse.
Key Figures
Cash consideration per share: $6.50 per common share
Trust-held common shares disposed: 84,000 shares
Stock option tranche 1: 216,660 options at $3.92
+3 more
6 metrics
Cash consideration per share
$6.50 per common share
Consideration for each SunOpta common share in arrangement
Trust-held common shares disposed
84,000 shares
Common Stock held indirectly by Brian W Kocher Revocable Trust
Stock option tranche 1
216,660 options at $3.92
Stock options surrendered; exercise price $3.92 per share
Stock option tranche 2
230,804 options at $5.54
Stock options surrendered; exercise price $5.54 per share
Performance stock units disposed
676,595 units
PSUs surrendered for cash based on $6.50 consideration
Restricted stock units disposed
141,007 RSUs
RSUs surrendered for cash based on $6.50 consideration
Key Terms
Arrangement Agreement, statutory plan of arrangement, Performance Stock Units, Restricted Stock Unit (RSU), +1 more
5 terms
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.
Performance Stock Units financial
"Represents the number of performance share units ("PSUs") held by the reporting person…"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Restricted Stock Unit (RSU) financial
"Each restricted stock unit ("RSU") held by the reporting person was surrendered in exchange for…"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
Consideration financial
"for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration")."
FAQ
How were the SunOpta (STKL) CEO’s stock options treated in the arrangement?
Each stock option was surrendered for a cash payment if it was in the money. The cash amount equaled the $6.50 per-share consideration minus the option’s exercise price, multiplied by the number of underlying common shares. Options with exercise prices at or above $6.50 were cancelled without payment.
What happened to the CEO’s restricted stock units and performance stock units at SunOpta (STKL)?
RSUs and eligible performance stock units were exchanged for cash. For each award, the CEO received a cash payment equal to the $6.50 per-share consideration for each underlying common share, subject to withholding. Performance units not entitled to consideration were cancelled with no payment.