SunOpta CEO exercises RSUs, covers tax with shares

SunOpta Inc. CEO Brian W. Kocher reported routine equity compensation activity involving Restricted Stock Units (RSUs) and common shares.

Rhea-AI Filing Summary

SunOpta Inc. CEO Brian W. Kocher reported routine equity compensation activity involving Restricted Stock Units (RSUs) and common shares. On April 11, 2026, 34,102 RSUs were exercised into an equal number of common shares, reflecting the conversion of a derivative security into stock.

The company then withheld 9,498 common shares at a price of $6.48 per share to satisfy income tax withholding obligations related to the RSU vesting, which is not an open‑market sale. Following these transactions, Kocher directly holds 213,211 common shares and 68,205 RSUs, which vest in three equal annual installments beginning on April 11, 2026, subject to continued employment.

Insider Trade Summary

34,102 shares exercised/converted

Exercise 3 txns

Insider Kocher Brian W

Role CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	34,102	$0.00	$0.00
Exercise	Common Shares	34,102	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	9,498	$6.48	$62K

Holdings After Transaction: Restricted Stock Units — 68,205 contracts (Direct); Common Shares — 213,211 shares (Direct)

Footnotes (4)

1. F1. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
2. F2. 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. F3. The Restricted Stock Units vest in three equal annual installments beginning on April 11, 2026, subject to the continued employment of the reporting person through each such vesting date.
4. F4. The Restricted Stock Units do not have an expiration date.

Key Figures

RSUs exercised: 34,102 units Shares withheld for taxes: 9,498 shares at $6.48 Common shares held after transaction: 213,211 shares +1 more

4 metrics

RSUs exercised 34,102 units Restricted Stock Units converted into common shares on April 11, 2026

Shares withheld for taxes 9,498 shares at $6.48 Common shares withheld to satisfy income tax obligations on RSU vesting

Common shares held after transaction 213,211 shares Direct ownership by CEO Brian Kocher following the Form 4 transactions

RSUs outstanding after transaction 68,205 units Remaining Restricted Stock Units subject to future vesting

Key Terms

Restricted Stock Units, tax withholding, derivative security, vesting

4 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 11, 2026"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did SunOpta (STKL) CEO Brian Kocher report?

SunOpta CEO Brian Kocher reported the vesting and exercise of 34,102 Restricted Stock Units into common shares. These transactions are compensation-related, reflecting equity awards converting into stock rather than open-market buying or selling activity.

How many SunOpta (STKL) shares were withheld for taxes in this Form 4?

The company withheld 9,498 SunOpta common shares at $6.48 per share to cover income tax obligations. This tax-withholding disposition is a standard mechanism on RSU vesting and is not an open-market sale initiated by the executive.

How many SunOpta (STKL) shares does the CEO hold after this filing?

After the reported transactions, CEO Brian Kocher directly holds 213,211 SunOpta common shares. This figure reflects his updated equity ownership following RSU conversion and the share withholding used to satisfy income tax requirements.

What happens to the remaining SunOpta (STKL) Restricted Stock Units?

Following the exercise, 68,205 Restricted Stock Units remain outstanding for Brian Kocher. These RSUs vest in three equal annual installments starting April 11, 2026, contingent on his continued employment through each scheduled vesting date.

Does this SunOpta (STKL) Form 4 show open-market buying or selling?

The filing does not show open-market buying or selling. It records RSU conversion into common shares and 9,498 shares withheld by the company for tax obligations, which is characterized as a tax-withholding disposition rather than a discretionary market trade.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/14/2026 - 09:47 PM EDT Learn about SEC filing dates

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^*

Kocher Brian W

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	04/11/2026		M		34,102	A	(1)	222,709	D
Common Shares	04/11/2026		F		9,498(2)	D	$6.48	213,211	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)	04/11/2026		M			34,102	(3)	(4)	Common Shares	34,102	$0.00	68,205	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 11, 2026, 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	04/14/2026
	** 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)