STOCK TITAN

Director Mahes Wickramasinghe exits SunOpta (STKL) in $6.50 cash deal

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

Rhea-AI Filing Summary

SunOpta Inc. director Mahes Wickramasinghe disposed of all equity holdings in connection with a cash acquisition of the company. A purchaser acquired all issued and outstanding SunOpta common shares for $6.50 per share in cash under a court-approved plan of arrangement.

Wickramasinghe transferred 51,218 common shares and surrendered 35,476 restricted stock units, each RSU representing the right to one common share, for cash equal to the same $6.50 per share consideration, leaving no remaining common shares or RSUs reported following the transactions.

Positive

  • None.

Negative

  • None.

Insights

Director’s shares and RSUs were cashed out at $6.50 in a full-company buyout.

The filing shows Mahes Wickramasinghe, a director of SunOpta Inc., disposing of all reported equity as part of a completed acquisition. A purchaser acquired all issued and outstanding common shares for $6.50 per share in cash under a court-approved plan of arrangement.

The director’s 51,218 common shares and 35,476 RSUs converted into cash at the same per-share price, after applicable withholding. No common shares or RSUs remain reported after the deal, indicating a full cash-out of this visible position tied to the closing transaction.

Insider Wickramasinghe Mahes
Role null
Type Security Shares Price Value
Disposition Restricted Stock Unit (RSU) 35,476 $0.00 --
Disposition Common Stock 51,218 $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.
Cash consideration per share $6.50 per share Cash paid for each SunOpta common share under the arrangement
Common shares disposed 51,218 shares Common Stock transferred by director at the effective time
RSUs surrendered 35,476 RSUs Restricted Stock Units exchanged for cash at $6.50 per underlying share
Underlying shares for RSUs 35,476 shares Common shares underlying RSUs surrendered for cash
Post-transaction common shares 0 shares Total SunOpta common shares held after the disposition
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.
plan of arrangement regulatory
"by way of a court-approved statutory plan of arrangement under Section 192"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
Canada Business Corporations Act regulatory
"under Section 192 of the Canada Business Corporations Act (the "Arrangement")"
A federal Canadian law that sets the rules for forming, running and dissolving corporations incorporated under federal jurisdiction. It covers basic things like how boards and shareholders make decisions, what records must be kept, and rules for mergers and share transfers. Investors care because it defines their legal rights, how companies are governed and how corporate actions (like takeovers or dividend changes) are approved—think of it as the rulebook that shapes how their ownership is protected and how value is created or changed.
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
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*
Wickramasinghe Mahes

(Last)(First)(Middle)
2334 MISSISSAUGA ROAD

(Street)
MISSISSAUGAL5H2L1

(City)(State)(Zip)

CANADA (FEDERAL LEVEL)

(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 Stock05/01/2026D51,218D(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)05/01/2026D35,476 (3) (3)Common Stock35,476(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 did SunOpta (STKL) director Mahes Wickramasinghe do in this Form 4 filing?

Mahes Wickramasinghe reported disposing of all his reported SunOpta equity. He transferred 51,218 common shares and surrendered 35,476 restricted stock units, with each security cashed out as part of a completed acquisition transaction at a fixed per-share cash price.

What price per share did SunOpta (STKL) shareholders receive in the arrangement?

Shareholders received cash consideration of $6.50 per common share. Under the plan of arrangement, all issued and outstanding SunOpta common shares were transferred to the purchaser in exchange for this fixed cash amount per share, subject to applicable tax withholdings.

How were Mahes Wickramasinghe’s SunOpta (STKL) restricted stock units treated?

Each restricted stock unit represented a right to one SunOpta common share. At the effective time of the arrangement, all RSUs held by the director were surrendered for a cash payment equal to $6.50 for each underlying share, adjusted for any required withholding taxes.

How many SunOpta (STKL) common shares did the director dispose of in this transaction?

The director disposed of 51,218 SunOpta common shares. These shares were transferred to the acquiring purchaser under the court-approved statutory plan of arrangement, with each share receiving cash consideration of $6.50 as specified in the arrangement agreement.

What happened to the director’s SunOpta (STKL) holdings after the transaction?

After the transaction, the filing shows zero common shares and zero RSUs remaining for the director. All previously reported holdings were either transferred as common shares or surrendered as RSUs in exchange for cash consideration tied to the $6.50 per-share arrangement price.