SunOpta (STKL) SVP exits all equity as $6.50-per-share cash deal closes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SunOpta Inc. senior vice president Lauren McNamara reported that all of her equity in the company was disposed of in connection with a completed acquisition. Under an Arrangement Agreement, Pegasus BidCo B.V., through a purchaser entity, acquired all outstanding SunOpta common shares for $6.50 per share in cash.
At the effective time of the arrangement, McNamara’s 132,368 common shares were transferred to the purchaser for cash. Her restricted stock units and performance stock units were surrendered for cash equal to the $6.50 consideration per underlying share, subject to withholding. Her stock options were cashed out for any in‑the‑money value, while options with exercise prices at or above $6.50 were cancelled without payment.
Following these issuer dispositions, the filing shows McNamara with zero remaining common shares, options, RSUs, or performance units reported.
Positive
- None.
Negative
- None.
Insights
All of the SVP’s SunOpta equity was cashed out or cancelled in a cash acquisition at $6.50 per share.
The filing shows Lauren McNamara, an executive at SunOpta, participating in a completed cash acquisition where a purchaser entity acquired all common shares at $6.50 each. Her 132,368 common shares were transferred for cash, aligning her outcome with other shareholders.
Her equity awards were also settled. RSUs and performance stock units converted into cash at the same per‑share consideration, while stock options received cash only to the extent the $6.50 consideration exceeded their exercise prices. Out‑of‑the‑money options were cancelled without payment, which is standard in such transactions.
After these dispositions, the Form 4 reports no remaining shares or derivative awards for McNamara. This filing mainly confirms the mechanics of the merger for one executive’s position rather than signaling a discretionary insider trade or change in strategy.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
McNamara Lauren
Role
SVP, Business Management
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit (RSU) | 34,384 | $0.00 | -- |
| Disposition | Performance Stock Units | 87,778 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 10,557 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 8,215 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 13,503 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 39,393 | $0.00 | -- |
| Disposition | Common Stock | 132,368 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Unit (RSU) — 0 shares (Direct, null);
Performance Stock Units — 0 shares (Direct, null);
Stock Option (right to buy Common Stock) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (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. Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. Represents the number of performance share units ("PSUs") held by the reporting person that was determined pursuant to the Arrangement Agreement to be entitled to Consideration in the Arrangement. At the Effective Time, each of these PSUs was surrendered in exchange for, subject to any withholding, a cash payment equal to the Consideration in respect of each Common Share underlying such PSU. Each PSU that was not entitled to Consideration in the Arrangement was cancelled without any consideration. At the Effective Time, each stock option held by the reporting person was surrendered in exchange for, subject to any withholding, a cash payment equal to the amount (if any) by which the Consideration in respect of a Common Share underlying such stock option exceeds the exercise price of such stock option, multiplied by the number of Common Shares subject to such stock option. Each stock option with a per share exercise price greater than or equal to the Consideration was cancelled without any consideration.
Key Figures
Cash consideration per share: $6.50 per share
Common shares disposed: 132,368 shares
Options at $3.92 exercise: 39,393 options at $3.92
+5 more
8 metrics
Cash consideration per share
$6.50 per share
Consideration for each SunOpta common share in the arrangement
Common shares disposed
132,368 shares
SunOpta common stock transferred for cash at $6.50 per share
Options at $3.92 exercise
39,393 options at $3.92
Stock options surrendered for cash based on $6.50 consideration
Options at $6.35 exercise
13,503 options at $6.35
Stock options treated under $6.50-per-share cash deal
Options at $5.91 exercise
8,215 options at $5.91
Stock options cashed out if in the money versus $6.50
Options at $4.73 exercise
10,557 options at $4.73
Stock options surrendered for cash above $4.73 up to $6.50
Performance stock units
87,778 PSUs
PSUs surrendered for cash at $6.50 per underlying share if entitled
Restricted stock units
34,384 RSUs
RSUs exchanged for $6.50 per underlying SunOpta share
Key Terms
Arrangement Agreement, plan of arrangement, Restricted Stock Unit (RSU), Performance Stock Units, +2 more
6 terms
Arrangement Agreement regulatory
"Pursuant to the Arrangement Agreement (the "Arrangement Agreement"), dated as of February 6, 2026, by and among SunOpta Inc."
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 of the Canada Business Corporations Act"
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.
Restricted Stock Unit (RSU) financial
"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.
Performance Stock Units financial
"Represents the number of performance share units ("PSUs") held by the reporting person"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Consideration financial
"for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration")"
disposition to issuer financial
"transaction_action": "issuer disposition", "transaction_code_description": "Disposition to issuer""
FAQ
What does Lauren McNamara’s Form 4 for SunOpta (STKL) show?
The Form 4 shows SunOpta executive Lauren McNamara disposed of all her equity as part of a completed cash acquisition at $6.50 per share. Her common shares, RSUs, PSUs, and stock options were either cashed out for in-the-money value or cancelled if underwater.
What happened to Lauren McNamara’s SunOpta (STKL) stock options in the deal?
Her stock options were surrendered for cash equal to $6.50 minus the exercise price, multiplied by the number of underlying shares. Any options with per-share exercise prices at or above $6.50 received no payment and were cancelled, reflecting standard treatment for out-of-the-money options in cash acquisitions.
How were SunOpta (STKL) RSUs and PSUs treated for Lauren McNamara?
Each restricted stock unit and eligible performance stock unit was exchanged for a cash payment equal to $6.50 per underlying SunOpta common share, subject to withholding. Performance units not entitled to consideration under the Arrangement Agreement were cancelled with no payment, as detailed in the footnotes to the filing.
Does Lauren McNamara hold any SunOpta (STKL) equity after this Form 4?
According to the Form 4, Lauren McNamara holds zero SunOpta common shares and no remaining derivative awards after the transaction. All reported common shares, RSUs, PSUs, and stock options were either cashed out for the specified consideration or cancelled in connection with the completed arrangement.