STOCK TITAN

SunOpta Inc. (STKL) director exits as all shares bought for $6.50

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SunOpta Inc. director Diego Reynoso reported a full exit from his equity position due to the company’s acquisition. All issued and outstanding common shares of SunOpta were acquired by Pegasus BidCo B.V.’s affiliate for $6.50 per share in cash under a court-approved plan of arrangement.

Reynoso disposed of 63,147 common shares and 20,193 restricted stock units, each RSU representing one common share. At the effective time of the transaction, his RSUs were surrendered for cash based on the same $6.50 per-share consideration, leaving him with no reported remaining common shares or RSUs.

Positive

  • None.

Negative

  • None.

Insights

Director’s holdings were cashed out in a change-of-control deal, not sold on the open market.

The filing shows Diego Reynoso, a director of SunOpta Inc., disposing of his equity because the company was acquired. All common shares were transferred to an acquisition vehicle for $6.50 per share in cash through a statutory plan of arrangement.

Reynoso’s 63,147 common shares and 20,193 RSUs were exchanged for cash, and he reports zero shares and RSUs afterward. This is a mechanical outcome of the buyout rather than a discretionary market trade, so its signaling value about his view of the stock is limited.

Insider Reynoso Diego
Role null
Type Security Shares Price Value
Disposition Restricted Stock Unit (RSU) 20,193 $0.00 --
Disposition Common Stock 63,147 $0.00 --
Holdings After Transaction: Restricted Stock Unit (RSU) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)
Footnotes (1)
  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.
Common shares disposed 63,147 shares Transferred in acquisition on May 1, 2026
RSUs surrendered 20,193 units RSUs exchanged for cash at effective time
Cash consideration per share $6.50 per share Paid for each SunOpta common share in arrangement
Disposition events 2 transactions Both coded D as disposition to issuer/acquirer
Shares after transaction 0 shares Total common shares following disposition
Disposition to issuer financial
"transaction_code_description: "Disposition to issuer""
Restricted Stock Unit (RSU) financial
"security_title: "Restricted Stock Unit (RSU)""
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
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.
statutory plan of arrangement regulatory
"by way of a court-approved statutory plan of arrangement under Section 192"
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.
Consideration financial
"for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration")."
SEC Form 4
FORM 4UNITED 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
X
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*
Reynoso Diego

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026D63,147D(1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)(2)05/01/2026D20,193 (3) (3)Common Stock20,193(3)0D
Explanation of Responses:
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").
2. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
3. 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.
/s/ Brett Koch, attorney in fact05/04/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transaction did SunOpta (STKL) director Diego Reynoso report?

Diego Reynoso reported disposing of all his SunOpta equity in connection with the company’s acquisition. He transferred 63,147 common shares and surrendered 20,193 restricted stock units, each tied to one common share, in exchange for cash consideration under a court-approved arrangement.

At what price were SunOpta (STKL) common shares acquired in this transaction?

Each SunOpta common share was acquired for cash consideration of $6.50 per share, subject to applicable withholdings. This per-share amount applied to all issued and outstanding common shares and also determined the cash paid for each common share underlying the reported restricted stock units.

How were Diego Reynoso’s SunOpta (STKL) restricted stock units treated?

Each restricted stock unit represented a contingent right to receive one SunOpta common share. At the effective time of the acquisition, all RSUs held by Diego Reynoso were surrendered for a cash payment equal to $6.50 for each underlying common share, subject to any required withholding.

Does Diego Reynoso hold any SunOpta (STKL) shares after this Form 4 transaction?

After the reported transactions, Diego Reynoso shows zero SunOpta common shares and zero related RSUs. His 63,147 common shares and 20,193 restricted stock units were fully exchanged for cash as part of the acquisition, leaving no remaining reported equity position in the company.

Who acquired SunOpta (STKL) shares in the transaction affecting Diego Reynoso?

An entity named 2786694 Alberta Ltd., described as Purchaser and affiliated with Pegasus BidCo B.V. as Parent, acquired all issued and outstanding SunOpta common shares. The acquisition was completed through a court-approved statutory plan of arrangement under Canadian corporate law.