SunOpta GC equity cashed out at $6.50 per share
SunOpta Inc. completed an Arrangement under which Pegasus BidCo B.V., through Purchaser, acquired all outstanding common shares for $6.50 per share in cash.
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Form Type
4
Rhea-AI Filing Summary
SunOpta Inc. completed an Arrangement under which Pegasus BidCo B.V., through Purchaser, acquired all outstanding common shares for $6.50 per share in cash. As part of this deal, General Counsel Christopher McCullough disposed of all his SunOpta equity awards back to the issuer.
He surrendered 29,428 Common Shares, stock options over 33,484 shares at $3.92 and 7,756 shares at $6.35, plus 55,679 performance stock units and 49,984 RSUs. In-the-money awards were cashed out based on the $6.50 Consideration, while out-of-the-money options were cancelled, leaving him with zero SunOpta holdings.
Insider Trade Summary
Disposition: 176,331 shares
Disposition
5 txns
Insider
McCullough Christopher
Role
General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit (RSU) | 49,984 | $0.00 | $0.00 |
| Disposition | Performance Stock Units | 55,679 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy Common Stock) | 7,756 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy Common Stock) | 33,484 | $0.00 | $0.00 |
| Disposition | Common Stock | 29,428 | $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
Cash Consideration per Share: $6.50 per share
Common Shares Disposed: 29,428 shares
Options at $3.92: 33,484 options at $3.92
+4 more
7 metrics
Cash Consideration per Share
$6.50 per share
Consideration for each SunOpta common share in the Arrangement
Common Shares Disposed
29,428 shares
Common Stock surrendered by Christopher McCullough at Effective Time
Options at $3.92
33,484 options at $3.92
Stock options surrendered for cash based on $6.50 Consideration
Options at $6.35
7,756 options at $6.35
Stock options surrendered for cash based on $6.50 Consideration
Performance Stock Units
55,679 PSUs
PSUs entitled to Consideration and surrendered for cash
Restricted Stock Units
49,984 RSUs
RSUs surrendered for cash equal to $6.50 per underlying share
Post-transaction Holdings
0 shares/options
Total SunOpta equity and derivatives held after the Arrangement
Key Terms
Arrangement Agreement, statutory plan of arrangement, Restricted Stock Unit, Performance Based Restricted Stock Unit, +1 more
5 terms
Arrangement Agreement regulatory
"Pursuant to the Arrangement Agreement (the "Arrangement Agreement"), dated as of February 6, 2026, by and among SunOpta Inc."
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")."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Christopher McCullough’s Form 4 for SunOpta (STKL) report?
The Form 4 reports that SunOpta’s General Counsel, Christopher McCullough, disposed of all his SunOpta equity. His common shares, stock options, RSUs, and performance stock units were surrendered to the issuer for cash or cancelled in connection with a $6.50-per-share acquisition.
How were Christopher McCullough’s RSUs in SunOpta (STKL) treated?
Each restricted stock unit represented one SunOpta common share. At the Effective Time, every RSU held by Christopher McCullough was surrendered and exchanged for a cash payment equal to the $6.50 per-share Consideration, subject to any required tax withholding under the terms of the Arrangement Agreement.
What happened to McCullough’s performance stock units in SunOpta (STKL)?
Performance stock units that qualified under the Arrangement Agreement were surrendered for cash equal to the $6.50 per share Consideration. Units not entitled to Consideration were cancelled with no payment, so only the 55,679 eligible PSUs generated cash proceeds in the transaction.
How were SunOpta (STKL) stock options held by McCullough handled?
Each stock option was surrendered for cash equal to the excess of the $6.50 Consideration over its exercise price, multiplied by option shares, subject to withholding. Any option with a per-share exercise price greater than or equal to $6.50 was cancelled without any consideration.
Who acquired SunOpta (STKL) under the Arrangement Agreement?
Under the Arrangement Agreement dated February 6, 2026, Pegasus BidCo B.V. (Parent) and 2786694 Alberta Ltd. (Purchaser) acquired all issued and outstanding SunOpta common shares. The acquisition occurred via a court-approved statutory plan of arrangement under Section 192 of the Canada Business Corporations Act.
AI-generated analysis. How Rhea-AI works. Not financial advice.
