SunOpta (STKL) CIO exercises 5,013 RSUs; 2,467 shares withheld for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SunOpta Inc. CIO Robert Duchscher exercised 5,013 Restricted Stock Units into an equal number of common shares on April 1, 2026. These RSUs convert into one common share each and are part of a three-year vesting schedule beginning April 1, 2025.

To cover income tax withholding on the vesting, the company withheld 2,467 common shares at $6.49 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Duchscher directly holds 21,247 common shares and 5,012 Restricted Stock Units, reflecting a routine compensation-related equity event.

Insider Trade Summary

5,013 shares exercised/converted

Mixed 3 txns

Insider Duchscher Robert

Role CIO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,013	$0.00	--
Exercise	Common Shares	5,013	$0.00	--
Tax Withholding	Common Shares	2,467	$6.49	$16K

Holdings After Transaction: Restricted Stock Units — 5,012 shares (Direct); Common Shares — 23,714 shares (Direct)

Footnotes (1)

Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. 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. The Restricted Stock Units vest in three equal annual installments beginning on April 1, 2025 subject to the continued employment of the reporting person through each such vesting date. The Restricted Stock Units do not have an expiration date.

Key Figures

RSUs exercised: 5,013 units Tax withholding shares: 2,467 shares at $6.49 Common shares held after: 21,247 shares +3 more

6 metrics

RSUs exercised 5,013 units Restricted Stock Units converted into common shares on April 1, 2026

Tax withholding shares 2,467 shares at $6.49 Common shares withheld to satisfy income tax on RSU vesting

Common shares held after 21,247 shares Direct SunOpta common share holdings after reported transactions

RSUs remaining 5,012 units Restricted Stock Units outstanding after the April 1, 2026 exercise

Exercise transactions 1 derivative exercise Exercise or conversion of derivative security coded M on April 1, 2026

Tax-withholding transactions 1 disposition Payment of tax liability by delivering securities coded F

Key Terms

Restricted Stock Units, tax withholding, derivative security, vesting, +1 more

5 terms

Restricted Stock Units financial

"Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding financial

"shares withheld by the Company to satisfy income tax withholding requirements in connection with the vesting of the RSUs."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"The Restricted Stock Units vest in three equal annual installments beginning on April 1, 2025"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

disposition financial

"deemed disposition of shares withheld by the Company to satisfy income tax withholding requirements"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 11:00 AM

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
Estimated average burden
hours per response:			0.5

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

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CIO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	04/01/2026		M		5,013	A	⁽¹⁾	23,714	D
Common Shares	04/01/2026		F		2,467⁽²⁾	D	$6.49	21,247	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/01/2026		M			5,013	⁽³⁾	⁽⁴⁾	Common Shares	5,013	$0.00	5,012	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 April 1, 2025 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	04/03/2026
	** 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.
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SunOpta (STKL) CIO Robert Duchscher report?

Robert Duchscher reported exercising 5,013 Restricted Stock Units into common shares. This was a compensation-related derivative exercise, not an open-market stock purchase or sale, and forms part of his ongoing equity-based remuneration from SunOpta.

How many SunOpta (STKL) shares does the CIO hold after this Form 4?

After the reported transactions, CIO Robert Duchscher directly holds 21,247 SunOpta common shares. He also retains 5,012 Restricted Stock Units that may convert into additional shares in future, subject to continued employment and the vesting schedule.

Were any of the SunOpta (STKL) shares in this Form 4 sold on the open market?

No open-market sale occurred. Of the shares issued from vested RSUs, 2,467 common shares were withheld by SunOpta at $6.49 per share solely to satisfy income tax withholding obligations tied to the vesting, not as discretionary sales.

What are the terms of the SunOpta (STKL) Restricted Stock Units held by the CIO?

Each Restricted Stock Unit represents a right to receive one SunOpta common share. The units vest in three equal annual installments starting April 1, 2025, contingent on Robert Duchscher’s continued employment, and they do not carry an expiration date.

How many Restricted Stock Units remain for the SunOpta (STKL) CIO after this transaction?

Following the April 1, 2026 exercise, 5,012 Restricted Stock Units remain credited to Robert Duchscher. These units continue to follow the original vesting schedule and, upon future vesting, can convert into an equivalent number of SunOpta common shares.