SunOpta (STKL) SVP fully cashed out as $6.50-per-share takeover closes

Rhea-AI Filing Summary

SunOpta Inc. senior vice president Bryan P. Clark disposed of his entire equity position in connection with the company’s acquisition. Under an arrangement where a purchaser acquired all outstanding SunOpta common shares, each share was transferred for $6.50 per share in cash, less applicable withholdings.

Clark disposed of 62,011 common shares and multiple equity awards, including stock options, performance stock units and RSUs, all surrendered at the deal’s effective time. Vested options with exercise prices below $6.50 were cashed out for their spread, while underwater options received no payment. Following these transactions, Clark reported no remaining common shares or derivative awards.

Insights

Equity compensation analyst

Executive equity fully cashed out at $6.50 per share in SunOpta buyout.

The filing shows Bryan P. Clark, an SVP at SunOpta, exiting all reported equity as part of a company-level cash acquisition. All common shares were transferred to the purchaser for $6.50 per share under a statutory plan of arrangement.

His equity awards, including stock options, RSUs and performance share units, were either converted into cash based on the $6.50 consideration or cancelled if the option strike price was at or above that level. This is a mechanical outcome of the change in control rather than a discretionary trade.

Because total_shares_following_transaction and the derivative summary both show zero, this Form 4 indicates Clark no longer holds SunOpta equity after the transaction. The broader economic impact for investors stems from the overall cash buyout terms, which are detailed here at $6.50 per common share.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Clark Bryan P

Role SVP, R&D and FSQ

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Unit (RSU)	23,023	$0.00	--
Disposition	Performance Stock Units	91,966	$0.00	--
Disposition	Stock Option (right to buy Common Stock)	9,241	$0.00	--
Disposition	Stock Option (right to buy Common Stock)	14,189	$0.00	--
Disposition	Stock Option (right to buy Common Stock)	13,503	$0.00	--
Disposition	Stock Option (right to buy Common Stock)	39,918	$0.00	--
Disposition	Common Stock	62,011	$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)

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 common share Common shares disposed: 62,011 shares Stock option tranche: 39,918 options at $3.92 +4 more

7 metrics

Cash consideration per share $6.50 per common share Acquisition consideration under arrangement agreement

Common shares disposed 62,011 shares SunOpta common stock transferred at $6.50 per share

Stock option tranche 39,918 options at $3.92 Option grant surrendered; exercise price below $6.50 consideration

Stock option tranche 13,503 options at $6.35 Option grant surrendered; exercise price near $6.50 consideration

Performance stock units 91,966 PSUs Eligible PSUs exchanged for $6.50 per underlying share

Restricted stock units 23,023 RSUs RSUs surrendered for cash at $6.50 per underlying share

Post-transaction holdings 0 shares, 0 derivatives Total securities reported following transactions

Key Terms

statutory plan of arrangement, Restricted Stock Unit, performance share units, stock option, +1 more

5 terms

statutory plan of arrangement regulatory

"by way of a court-approved statutory plan of arrangement under Section 192"

A statutory plan of arrangement is a formal, court‑approved legal process companies use to reorganize, merge, buy or change the rights of shareholders and creditors. Think of it like a referee‑backed roadmap that stakeholders vote on and a judge signs off so the deal can bind everyone, even those who disagree; investors care because it can change ownership, share value, voting rights and timelines for receiving cash or new securities.

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.

performance share units financial

"Represents the number of performance share units ("PSUs") held by the reporting person"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

stock option financial

"each stock option held by the reporting person was surrendered in exchange for"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

Consideration financial

"for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration")"

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Clark Bryan P

(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, R&D and FSQ

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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 Stock	05/01/2026		D		62,011	D	(1)	0	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
Restricted Stock Unit (RSU)	(2)	05/01/2026		D			23,023	(3)	(3)	Common Stock	23,023	(3)	0	D
Performance Stock Units	(4)	05/01/2026		D			91,966	(5)	(5)	Common Stock	91,966	(5)	0	D
Stock Option (right to buy Common Stock)	$4.73	05/01/2026		D			9,241	07/10/2021	07/10/2030	Common Stock	9,241	(6)	0	D
Stock Option (right to buy Common Stock)	$5.91	05/01/2026		D			14,189	05/05/2023	05/05/2032	Common Stock	14,189	(6)	0	D
Stock Option (right to buy Common Stock)	$6.35	05/01/2026		D			13,503	07/10/2024	07/10/2033	Common Stock	7,756	(6)	0	D
Stock Option (right to buy Common Stock)	$3.92	05/01/2026		D			39,918	04/11/2026	04/11/2035	Common Stock	33,484	(6)	0	D

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.

4. Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.

5. 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.

6. 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.

	/s/ Brett Koch, attorney in fact	05/04/2026
	** 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 does the Form 4 for SunOpta (STKL) show about Bryan P. Clark’s holdings?

The Form 4 shows SVP Bryan P. Clark disposed of all reported SunOpta equity in a cash acquisition. His 62,011 common shares and multiple equity awards were surrendered at the deal’s effective time, leaving him with no remaining SunOpta shares or derivatives.

At what price were SunOpta (STKL) common shares cashed out in this transaction?

Each SunOpta common share was transferred to the purchaser for $6.50 per share in cash, less applicable withholdings. This consideration applied to the company’s issued and outstanding common shares under a court-approved statutory plan of arrangement described in the filing’s footnotes.

How were Bryan P. Clark’s SunOpta stock options treated in the $6.50 deal?

Clark’s stock options were surrendered for cash equal to the amount by which the $6.50 consideration exceeded each option’s exercise price, multiplied by shares subject to the option. Any option with a per-share exercise price at or above $6.50 was cancelled with no payment.

What happened to Bryan P. Clark’s RSUs and PSUs in the SunOpta (STKL) acquisition?

Each restricted stock unit and eligible performance share unit held by Clark was surrendered at the effective time for a cash payment. The amount equaled the $6.50 per-share consideration for each underlying common share, subject to withholding. Ineligible PSUs were cancelled without consideration.

Does Bryan P. Clark still own SunOpta (STKL) shares after this Form 4?

According to the Form 4, Clark reported zero common shares and zero derivative securities following the transactions. All disclosed common shares and equity awards were either cashed out based on the $6.50 consideration or cancelled, leaving no remaining SunOpta equity position in this filing.

What corporate event triggered the insider dispositions reported for SunOpta (STKL)?

The dispositions were triggered by an arrangement agreement where Pegasus BidCo B.V., through a purchaser entity, acquired all issued and outstanding SunOpta common shares. The acquisition proceeded via a court-approved statutory plan of arrangement under Canadian corporate law, with cash consideration of $6.50 per share.