SunOpta (STKL) SVP equity awards paid $6.50 cash in takeover
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SunOpta Inc. senior vice president of sales Jennifer Ann Caro reported dispositions of her equity awards in connection with SunOpta’s acquisition by Pegasus BidCo B.V. Under a court-approved plan of arrangement, all common shares were transferred for cash consideration of $6.50 per share, less withholdings.
Caro disposed of 11,084 common shares back to the issuer and surrendered 48,660 performance stock units and 52,870 restricted stock units, each representing the right to one common share. Eligible RSUs and performance units were exchanged for cash at the same $6.50 per underlying share, while performance units not entitled to consideration were cancelled.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Caro Jennifer Ann
Role
SVP, Sales
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit (RSU) | 52,870 | $0.00 | -- |
| Disposition | Performance Stock Units | 48,660 | $0.00 | -- |
| Disposition | Common Stock | 11,084 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Unit (RSU) — 0 shares (Direct, null);
Performance Stock Units — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
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.
Key Figures
Cash consideration per share: $6.50 per share
Common shares disposed: 11,084 shares
Performance stock units surrendered: 48,660 units
+2 more
5 metrics
Cash consideration per share
$6.50 per share
Consideration for each SunOpta common share in the arrangement
Common shares disposed
11,084 shares
Common Stock returned to issuer by Jennifer Ann Caro
Performance stock units surrendered
48,660 units
PSUs exchanged for cash or cancelled under arrangement terms
Restricted stock units surrendered
52,870 units
RSUs surrendered for cash at $6.50 per underlying share
Post-transaction holdings
0 shares/units
Total shares and units shown after each reported disposition
Key Terms
plan of arrangement, Performance Stock Units, Restricted Stock Unit, Consideration, +1 more
5 terms
plan of arrangement regulatory
"by way of a court-approved statutory plan of arrangement under Section 192"
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.
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 financial
"At the Effective Time, each restricted stock unit ("RSU") held by the reporting person"
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.
Consideration financial
"for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration")"
Canada Business Corporations Act regulatory
"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.
FAQ
What did SunOpta (STKL) executive Jennifer Ann Caro report in this Form 4?
Jennifer Ann Caro reported disposing of common shares and equity awards back to SunOpta. The transactions reflect her holdings being cashed out or cancelled as part of SunOpta’s acquisition by Pegasus BidCo B.V. under a court-approved plan of arrangement.
What happened to Jennifer Ann Caro’s RSUs in SunOpta (STKL)?
At the effective time of the arrangement, each restricted stock unit held by Jennifer Ann Caro was surrendered. For each underlying common share, she became entitled, subject to withholding, to a cash payment equal to the $6.50 per-share consideration specified in the agreement.
How were SunOpta (STKL) performance stock units treated in the transaction?
Performance stock units representing rights to SunOpta common shares were reviewed under the arrangement agreement. Units determined to be entitled to consideration were surrendered for cash equal to $6.50 per underlying share, while any performance units not meeting those conditions were cancelled with no payment.
Does Jennifer Ann Caro retain any SunOpta (STKL) equity after these Form 4 transactions?
The Form 4 shows zero shares and zero units following each reported transaction. This indicates her reported common shares, RSUs and performance stock units were fully settled or cancelled in connection with the closing of SunOpta’s court-approved plan of arrangement.