SunOpta CIO’s Form 4: Routine RSU vesting, minimal market impact

Rhea-AI Filing Summary

SunOpta Inc. (STKL) Chief Information Officer Robert Duchscher filed a Form 4 for transactions dated 10 July 2025.

• 2,447 common shares acquired through the settlement of previously-granted Restricted Stock Units (transaction code M).
• 1,204 shares automatically withheld by the company at $6.48 per share to cover income-tax obligations (transaction code F).
• After the transactions, Duchscher directly owns 65,399 STKL shares and retains 2,448 unvested RSUs.
• The RSUs vest in three equal annual tranches that began on 10 July 2024 and have no expiration date.

This filing reflects routine equity award vesting and tax withholding, with no indication of discretionary open-market buying or selling. The size of the net share movement is immaterial relative to SunOpta’s public float, so the filing is generally viewed as neutral from an investment-impact standpoint.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; negligible share sale; neutral signal for STKL.

The Form 4 shows an automatic conversion of 2,447 RSUs into common shares and the withholding of 1,204 shares for taxes. Such transactions are pre-scheduled and do not represent discretionary trading. Post-transaction ownership of 65,399 shares indicates continued alignment with shareholders. The dollar value (~$7.8 million market cap impact) is de minimis versus SunOpta’s overall equity base, so I classify the filing as not impactful for valuation or sentiment.

Corporate Governance Expert

TL;DR: Standard equity-compensation event, consistent with established vesting schedule.

The filing adheres to Section 16 reporting requirements and discloses a predictable vesting cycle. The use of share withholding to satisfy taxes is a best-practice method that avoids open-market sales and minimises perception of insider selling. No governance red flags emerge, and insider ownership remains meaningful. Therefore, the disclosure is neutral for governance risk assessment.

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

OMB Number:			3235-0287
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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^*

Duchscher Robert

(Last) (First) (Middle)

7078 SHADY OAK ROAD

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

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)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

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

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

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

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	07/10/2025		M		2,447	A	(1)	66,603	D
Common Shares	07/10/2025		F		1,204(2)	D	$6.48	65,399	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
Restricted Stock Units	(1)	07/10/2025		M			2,447	(3)	(4)	Common Shares	2,447	$0.00	2,448	D

Explanation of Responses:

1. Each Restricted 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 RSUs.

3. The Restricted Stock Units vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date.

4. The Restricted Stock Units do not have an expiration date.

	/s/ Brett Koch, attorney-in-fact	07/14/2025
	** 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.
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FAQ

How many SunOpta (STKL) shares did the insider acquire on July 10 2025?

Robert Duchscher acquired 2,447 common shares through the conversion of Restricted Stock Units.

Why were 1,204 STKL shares disposed of in the Form 4 filing?

The 1,204 shares were withheld at $6.48 per share to cover income-tax obligations related to the RSU vesting.

What is Robert Duchscher’s total direct ownership after the transaction?

Following the reported transactions, he directly owns 65,399 STKL shares.

How many unvested Restricted Stock Units does the CIO still hold?

He retains 2,448 RSUs that continue to vest annually in equal installments.

Does this Form 4 indicate discretionary insider selling?

No. The share disposition was automatic tax withholding; there was no open-market sale initiated by the insider.

Do the RSUs reported have an expiration date?

No. The filing states explicitly that the Restricted Stock Units do not have an expiration date.