SunOpta (STKL) SVP exercises 8,569 PSUs, nets 5,575 common shares

Rhea-AI Filing Summary

SunOpta Inc. senior vice president of sales Jennifer Ann Caro exercised 8,569 Performance Stock Units, converting them into the same number of common shares at a stated price of $0.0000 per share. Each unit represents a right to receive one SunOpta common share.

To cover income tax withholding on the vesting, 2,994 common shares were withheld by the company at $6.47 per share, a non-market tax-withholding disposition. After these transactions, Caro directly holds 5,575 common shares of SunOpta.

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

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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^*

Caro Jennifer Ann

(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)
	SVP, Sales

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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	03/24/2026		M		8,569	A	(1)	8,569	D
Common Shares	03/24/2026		F		2,994	D	$6.47(2)	5,575	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
Performance Stock Units	(1)	03/24/2026		M			8,569	03/24/2026	03/24/2026	Common Shares	8,569	$0	0	D

Explanation of Responses:

1. Each Performance 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 PSUs.

	/s/ Brett Koch attorney-in-fact	03/26/2026
	** 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)

FAQ

What insider transaction did SunOpta (STKL) report for Jennifer Ann Caro?

SunOpta reported that SVP of Sales Jennifer Ann Caro exercised 8,569 Performance Stock Units into common shares. The transaction reflects equity compensation vesting, with a portion of the resulting shares withheld to satisfy income tax obligations.

How many SunOpta (STKL) shares did Jennifer Ann Caro acquire and retain?

Caro acquired 8,569 SunOpta common shares through the exercise of Performance Stock Units. After 2,994 shares were withheld for taxes, she directly retained 5,575 common shares, reflecting her updated equity position following this compensation-related transaction.

What are Performance Stock Units in the SunOpta (STKL) Form 4 filing?

In this filing, each Performance Stock Unit represents a contingent right to receive one share of SunOpta common stock. When the units vest and are exercised, they convert into common shares, as shown by the 8,569 units turning into 8,569 common shares.

Was the SunOpta (STKL) insider transaction an open-market sale or a tax withholding?

The disposition was a tax withholding, not an open-market sale. SunOpta withheld 2,994 common shares at $6.47 per share to satisfy income tax requirements tied to the vesting of Performance Stock Units granted to Jennifer Ann Caro.

What price was used for SunOpta (STKL) shares withheld for taxes?

The company used a price of $6.47 per share for the 2,994 SunOpta common shares withheld to cover income tax obligations. This price appears as the transaction price in the tax-withholding disposition recorded in the Form 4 filing.

Does Jennifer Ann Caro still hold derivative awards after this SunOpta (STKL) transaction?

The derivative section of the filing shows no remaining derivative holdings after this transaction. The Performance Stock Units were fully exercised into common shares, leaving only direct ownership of 5,575 SunOpta common shares reported in the Form 4.