SunOpta (STKL) CEO gains shares as PSUs vest, with tax shares withheld

Rhea-AI Filing Summary

SunOpta Inc. CEO Brian W. Kocher exercised performance stock units that vested into 61,804 Common Shares of STKL. Each unit converted one-for-one into a common share.

To cover income tax withholding on this vesting, 18,913 Common Shares were withheld by the company at $6.47 per share. After these transactions, Kocher directly holds 188,607 Common Shares, reflecting a net increase in his direct equity position from this compensation event.

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^*

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)

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

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		61,804	A	(1)	207,520	D
Common Shares	03/24/2026		F		18,913	D	$6.47(2)	188,607	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			61,804	03/24/2026	03/24/2026	Common Shares	61,804	$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 CEO Brian Kocher?

SunOpta reported that CEO Brian Kocher exercised performance stock units into 61,804 Common Shares. As part of this vesting event, the company withheld 18,913 shares to satisfy income tax obligations, leaving Kocher with 188,607 Common Shares held directly afterward.

How many SunOpta (STKL) shares did the CEO acquire and withhold for taxes?

Brian Kocher acquired 61,804 Common Shares through the vesting of Performance Stock Units. Of these, 18,913 shares were withheld by SunOpta at $6.47 per share to cover income tax withholding, resulting in 188,607 Common Shares held directly after the transactions.

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 STKL common share. When vesting conditions were met, 61,804 units converted into an equal number of Common Shares, reflecting stock-based compensation rather than an open-market purchase by the CEO.

Did the SunOpta (STKL) CEO sell shares in the open market?

The Form 4 shows no open-market sale by the CEO. Instead, 18,913 shares were deemed disposed of because SunOpta withheld them to satisfy income tax withholding tied to PSU vesting, a common non-market mechanism rather than a discretionary sale for cash.

How many SunOpta (STKL) shares does the CEO own after this Form 4 event?

Following the PSU vesting and tax withholding, CEO Brian Kocher directly owns 188,607 Common Shares of SunOpta. This reflects his equity position after receiving 61,804 shares from vested units and having 18,913 shares withheld to meet tax obligations.