SunOpta CIO equity cashed out at $6.50 per share
SunOpta Inc. completed an Arrangement in which Pegasus BidCo B.V., through Purchaser 2786694 Alberta Ltd., acquired all outstanding common shares for cash consideration of $6.50 per share.
Rhea-AI Filing Summary
SunOpta Inc. completed an Arrangement in which Pegasus BidCo B.V., through Purchaser 2786694 Alberta Ltd., acquired all outstanding common shares for cash consideration of $6.50 per share. As part of this closing, CIO Robert Duchscher disposed of 24,060 common shares back to the issuer.
He also surrendered stock options covering 35,181 shares at $3.92, 12,784 shares at $6.35, 59,326 shares at $5.91, and 21,502 shares at $4.73, as well as 87,812 performance stock units and 26,974 RSUs. These awards were exchanged for cash based on the $6.50 per-share consideration, with underwater options cancelled, leaving him with no remaining SunOpta equity holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 267,639 shares
Disposition
7 txns
Insider
Duchscher Robert
Role
CIO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit (RSU) | 26,974 | $0.00 | $0.00 |
| Disposition | Performance Stock Units | 87,812 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy Common Stock) | 21,502 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy Common Stock) | 59,326 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy Common Stock) | 12,784 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy Common Stock) | 35,181 | $0.00 | $0.00 |
| Disposition | Common Stock | 24,060 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit (RSU) — 0 contracts (Direct);
Performance Stock Units — 0 contracts (Direct);
Stock Option (right to buy Common Stock) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (6)
- F1. 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").
- F2. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
- F3. 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.
- F4. Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
- F5. 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.
- F6. 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.
Key Figures
Per-share cash consideration: $6.50 per share
Common shares disposed: 24,060 shares
Options at $3.92 exercise price: 35,181 options
+5 more
8 metrics
Per-share cash consideration
$6.50 per share
Cash paid for each SunOpta common share in Arrangement
Common shares disposed
24,060 shares
CIO issuer disposition at acquisition closing
Options at $3.92 exercise price
35,181 options
Stock options surrendered for cash based on $6.50 consideration
Options at $6.35 exercise price
12,784 options
Stock options surrendered under Arrangement Agreement
Options at $5.91 exercise price
59,326 options
Stock options surrendered for cash settlement
Options at $4.73 exercise price
21,502 options
Stock options surrendered for cash settlement
Performance stock units disposed
87,812 PSUs
PSUs exchanged for cash or cancelled per Arrangement
Restricted stock units disposed
26,974 RSUs
RSUs exchanged for cash based on $6.50 consideration
Key Terms
Arrangement Agreement, plan of arrangement, Canada Business Corporations Act, Restricted Stock Unit, +2 more
6 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.
plan of arrangement regulatory
"by way of a court-approved statutory plan of arrangement under Section 192 of the Canada Business Corporations Act"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
Canada Business Corporations Act regulatory
"plan of arrangement 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.
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")."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did SunOpta (STKL) CIO Robert Duchscher report in this Form 4?
He reported disposing of all his SunOpta equity. This included 24,060 common shares plus multiple stock option grants, performance stock units, and RSUs, all surrendered to the issuer in exchange for cash tied to the $6.50 per-share acquisition consideration.
What happened to SunOpta (STKL) RSUs and PSUs held by the CIO?
All RSUs and PSUs were surrendered for cash. Each RSU and eligible PSU was exchanged for a cash payment equal to the $6.50 per-share Consideration for each underlying common share, subject to withholding, with ineligible PSUs cancelled with no payment.
How were SunOpta (STKL) stock options treated in the acquisition?
Each stock option was surrendered for cash equal to the excess of the $6.50 per-share Consideration over its exercise price, multiplied by option shares. Any option with an exercise price at or above $6.50 was cancelled without any consideration under the Arrangement Agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
