SunOpta (NASDAQ: STKL) CIO nets 18,701 shares after PSU vesting

Rhea-AI Filing Summary

SunOpta Inc. CIO Robert Duchscher reported a compensation-related share transaction involving performance stock units. On 2026-03-24, he exercised 14,610 Performance Stock Units, each convertible into one common share, receiving the same number of Common Shares at a stated exercise price of $0.0000 per share.

To cover income tax withholding tied to this vesting, 7,231 Common Shares were withheld by the company at a price of $6.4700 per share, a non-market, tax-withholding disposition. After these transactions, Duchscher directly owned 18,701 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

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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^*

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)
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		14,610	A	(1)	25,932	D
Common Shares	03/24/2026		F		7,231	D	$6.47(2)	18,701	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			14,610	03/24/2026	03/24/2026	Common Shares	14,610	$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.
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* Form 4: SEC 1474 (03-26)

FAQ

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

SunOpta CIO Robert Duchscher reported exercising 14,610 Performance Stock Units into an equal number of Common Shares on March 24, 2026. The filing shows this as a derivative exercise, converting contingent stock units into actual SunOpta common equity as part of his compensation.

How many SunOpta (STKL) shares did the CIO receive and retain after the Form 4?

Duchscher received 14,610 Common Shares from exercising Performance Stock Units. To satisfy taxes, 7,231 shares were withheld by the company, leaving him with 18,701 Common Shares directly owned after the reported transactions, according to the Form 4 data.

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

Each Performance Stock Unit represents a contingent right to receive one SunOpta common share. When vesting conditions are met, these PSUs convert into Common Shares, as shown when 14,610 PSUs became 14,610 Common Shares for CIO Robert Duchscher on March 24, 2026.

Was the SunOpta (STKL) CIO’s share disposition an open-market sale?

The disposition was not an open-market sale. The Form 4 uses code F, showing 7,231 Common Shares were withheld by the company solely to satisfy income tax withholding requirements linked to the vesting of Performance Stock Units, rather than being sold on the market.

What price per share is shown for the SunOpta (STKL) tax-withholding transaction?

The tax-withholding disposition reflects a price of $6.4700 per Common Share for the 7,231 shares withheld. This value is used to satisfy income tax obligations related to the vesting of Performance Stock Units, based on the details in the Form 4 filing.

Does the SunOpta (STKL) Form 4 show any remaining Performance Stock Units for the CIO?

The derivative summary in the Form 4 is empty, and the Performance Stock Units line shows zero units remaining after converting 14,610 PSUs into Common Shares. This indicates no additional PSUs are reported as outstanding for this grant in the filing.